Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 5 contracts

Samples: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)

Appears in 3 contracts

Samples: Credit Agreement (Resideo Technologies, Inc.), Credit Agreement (Resideo Technologies, Inc.), Credit Agreement (Resideo Technologies, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (~~which~~ who shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders of the applicable Class) not less than ~~ten~~ thirty (30) days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders of such Class extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ then Existing Maturity Date unless such other approvals have been obtained. In the event that a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender of the applicable Class agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” ~~and~~ and, each Lender of the applicable Class not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (dc) of this Section, on the date specified in the Maturity Date Extension Request as the effective date ~~thereof (the “Extension Effective Date”)~~thereof, (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. The Borrower, the Administrative Agent and the Consenting Lenders shall enter into an amendment to this Agreement (an “Extension Agreement”) to effect such modifications as may be necessary to reflect the terms of the Maturity Date Extension Request. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the fifth (5th) Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i~~2.06(j), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, (A) the Dollar Amount of the aggregate LC Exposure would exceed $60,000,000, (B) any Revolving Lender’s Dollar Amount of Revolving Exposure would exceed its Revolving Commitment, (C) the Dollar Amount of the Aggregate Revolving Exposure would exceed the aggregate ~~amount~~ Revolving Commitments and (D) the Dollar Amount of the total outstanding Revolving ~~Commitments so extended~~Loans and LC Exposure, in each case denominated in Foreign Currencies, would exceed the Foreign Currency Sublimit); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (dc) ~~Notwithstanding~~ The effectiveness of any Extension Agreement shall be subject to the ~~foregoing, no Maturity Date Extension Request shall become effective hereunder unless,~~ satisfaction on the ~~Extension Effective Date,~~ date thereof of each of the conditions set forth in Section 4.02 ~~shall be satisfied (with all references in such Section~~ and, to ~~a Borrowing being deemed to be references to such Maturity Date Extension Request) and~~ the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent ~~shall have received a certificate~~ of (i) customary legal opinions, board resolutions and officers’ certificates of the type delivered on the Effective Date and (ii) reaffirmation agreements and/or such amendments to the Loan Documents as may be reasonably requested by the Administrative Agent in order to ensure that ~~effect dated such date~~ the Commitments and ~~executed by a Responsible Officer~~Loans of the Consenting Lenders are provided with the benefit of the applicable Loan Documents. (ed) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.09(d) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(d) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)~~. (f) The Borrower~~; provided that, notwithstanding anything to the ~~Administrative Agent~~ contrary in this Section 2.23 or otherwise, except with respect to the termination of the Revolving Commitments of Declining Lenders on the Existing Maturity Date applicable thereto and the ~~Consenting~~ repayment of outstanding Revolving Loans in connection therewith, each Revolving Borrowing, each repayment or prepayment of each Revolving Borrowing and each reduction of the Revolving Commitments shall be made on a pro rata basis among the Revolving Lenders ~~may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective~~ in accordance with ~~the provisions of this Section~~their respective Revolving Commitments, without regard to whether such Lenders are Consenting Lenders or Declining Lenders.

Appears in 3 contracts

Samples: Credit Agreement (Papa Johns International Inc), Credit Agreement (Papa Johns International Inc), Credit Agreement (Papa Johns International Inc)

Extension of Maturity Date. (a) The ~~Borrower~~ Company may, by ~~delivery of a Maturity Date~~ delivering an Extension Request to the Administrative Agent (~~which~~ who shall promptly deliver a copy ~~thereof~~ to each of the Lenders~~) not less than ten days (or such shorter period as agreed to by~~ ), in advance of the ~~Administrative Agent) prior to the then existing~~ applicable Maturity Date ~~for the applicable Class of Commitments and/or Loans hereunder~~ with respect to ~~be extended~~ any Facility, as in effect at such time (~~the~~ an “Existing Maturity Date”)) for such Facility, request that the Lenders extend ~~the~~ such Existing Maturity Date ~~in accordance~~ (each, an “Extension”) to any date that it shall select (such date, the “Extended Maturity Date”; any Term Facility so extended, an “Extended Term Facility,” any Revolving Credit Facility so extended, an “Extended Revolving Credit Facility” and, together with ~~this Section~~any Extended Term Facility, an “Extended Facility”; and any Revolving Credit Commitments so extended, “Extended Revolving Credit Commitments”). Each ~~Maturity Date Extension Request shall (i) specify~~ Lender, acting in its sole discretion, shall, by written notice to the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify~~ Administrative Agent given not later than the date specified by the Company in such Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Xxxxxx agrees to ~~which~~ the ~~applicable~~ requested extension. Each Lender that advises the Administrative Agent that it will not extend an Existing Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “~~Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining~~ Non-Extending Lender”); provided, which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that ~~shall have failed~~ does not advise the Administrative Agent of its consent to ~~exercise~~ such ~~right as set forth above~~ requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a ~~Declining~~ Non-Extending Lender). ~~If a Lender elects to extend only a portion of its then existing Commitment and/or Loans~~The Administrative Agent shall notify the Company, ~~it will be deemed for purposes hereof to be a Consenting Lender~~ in ~~respect of such extended portion and a Declining Lender in respect~~ writing, of the ~~remaining portion~~ Lenders’ elections promptly following the Response Date. The election of ~~its Commitment and/or Loans~~any Lender to agree to such an Extension shall not obligate any other Lender to so agree. (b) If, ~~and~~ by the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Response Date, any Lenders shall have agreed to ~~such~~ extend an Existing Maturity Date ~~Extension Request in respect of Commitments and/or Loans held by them~~(each such consenting Lender, ~~then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the~~ an “~~Extension Effective Date~~Extending Lender”), ~~(i) the Existing Maturity Date of the applicable Commitments and/or Loans shall,~~ then effective as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date ~~Extension Request that has become effective~~ in respect of the ~~Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall,~~ applicable Facility for such Extending Lenders only shall be extended to the ~~extent not assumed, assigned or transferred as provided in paragraph~~ Extended Maturity Date (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section ~~4.02~~2.17(d)). In the event of any Extension, (i) the outstanding principal balance of all Loans and other amounts payable hereunder, in each case in respect of the applicable Facility, to any Non-Extending Lender shall become due and payable on the applicable Existing Maturity Date and (ii) with respect to the Extension of the Maturity Date in respect of any Revolving Credit Facility, the Revolving Credit Commitment of each Non-Extending Lender shall terminate on the applicable Existing Maturity Date in effect for such ~~repayments may~~ Non-Extending Lender prior to such Extension and, subject to Section 2.17(c) below, the total Revolving Credit Commitments for the applicable Revolving Credit Facility shall be ~~funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments~~ reduced by the ~~Consenting~~ Revolving Credit Commitments of the Non-Extending Lenders so terminated for such Revolving Credit Facility on such Existing Maturity Date. (c) If (and only if), by the Response Date, Lenders holding Loans and/or Commitments that aggregate more than 50% of the total outstanding Loans and Commitments shall constitute Extending Lenders, ~~which such Revolving Borrowings~~ then the Company shall ~~be made ratably by~~ have the ~~Consenting Lenders~~ right on or before the applicable Existing Maturity Date, at its own expense, to require any Non-Extending Lender to transfer and assign without recourse (in accordance with ~~their extended~~ and subject to the restrictions contained in Section 10.06) all its interests, rights (other than its rights to payments pursuant to Section 3.01, Section 3.04, Section 3.05 or Section 10.04 arising prior to the effectiveness of such assignment) and obligations under this Credit Agreement with respect to the applicable Facility to one or more banks or other financial institutions identified to the Non-Extending Lender by the Company, which may include any existing Lender (each a “Replacement Lender”); provided that (i) such Replacement Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (and, with respect to a Replacement Lender under a Revolving ~~Commitments; and~~ Credit Facility, each L/C Issuer) (such approvals to not be unreasonably withheld or conditioned) to the extent the consent of the Administrative Agent (or the L/C Issuers, if applicable) would be required to effect an assignment under Section 10.06(b), (ii) such assignment shall become effective as of a date specified by the Company (which shall not be later than the applicable Existing Maturity Date in effect for such Non-Extending Lender prior to the effective date of the requested extension) and (iii) ~~solely~~ each Replacement Lender shall pay to such Non-Extending Lender in ~~respect~~ immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the outstanding principal amount Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder on such date. (d) As a condition precedent to each such Extension of an Existing Maturity Date ~~Extension Request~~ pursuant to Section 2.17(b), the Company shall (i) unless waived by the Extending Lenders, deliver to the Administrative Agent a certificate of the Company dated as of the applicable Existing Maturity Date, signed by a Responsible Officer of the Company certifying that, as of such date, both before and immediately after giving effect to such Extension, (A) the representations and warranties of the Company set forth in this Credit Agreement shall be true and correct in all material respects and as of such date to the same extent as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct, in all material respects, as of such earlier date; provided that ~~has become effective~~ any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in ~~respect~~ all respects on such date or on such earlier date, as the case may be (after giving effect to such qualification); and (B) no Default or Event of ~~a Class of Term Loans~~Default shall have occurred and be continuing and (ii) in each case, on the Existing Maturity Date, first make such prepayments of the ~~Borrower shall repay all the~~ outstanding Loans of and second provide such ~~Class of each Declining Lender,~~ Cash Collateral (or make such other arrangements reasonably satisfactory to the ~~extent~~ applicable L/C Issuer) with respect to the outstanding Letters of Credit as shall be required such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, ~~subject~~ after giving effect to ~~satisfaction~~ the termination of the ~~conditions set forth in~~ Commitments of the Non-Extending Lenders pursuant to Section ~~4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d~~2.17(b) ~~Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date~~and any assignment pursuant to Section 2.17(c), the ~~conditions set forth in Section 4.02 shall be satisfied~~ aggregate Revolving Credit Exposure less the face amount of any Letter of Credit supported by any such Cash Collateral (~~with all references in such Section to a Borrowing~~ or other reasonably satisfactory arrangements) so provided does not exceed the aggregate amount of Commitments being ~~deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer~~extended. (e) ~~Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express~~ The terms of ~~this Section~~each Extended Facility (including the conditions precedent to such extension) shall be determined by the Administrative Agent, ~~or any amendment or modification of~~ the ~~terms and conditions of the Commitments~~ Company and the ~~Loans of the Consenting~~ applicable Extending Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and ~~the Consenting Lenders may enter into~~ set forth in an amendment to this Credit Agreement ~~to effect such modifications as may be necessary to reflect~~ (an “Extension Amendment”); provided, that (i) the ~~terms~~ final maturity date of any Extended Facility shall be no earlier than the Existing Maturity Date for such Facility, (ii) in respect of an Extension ~~Request that has become effective~~ of a Term Facility, the weighted average life to maturity of the Extended Facility shall be no shorter than the weighted average life to maturity of the Term Facility being extended, (iii) (A) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Revolving Credit Facility and (B) any scheduled amortization with respect to an Extended Term Facility shall, until the Existing Maturity Date for such Term Facility, be in amounts equal to or less (but not greater) than the scheduled amortization under the Term Facility being extended, (iv) any Extended Facility shall rank pari passu in right of payment and with respect to security with the Facilities not being extended, and the borrower and guarantors of the Extended Facility shall be the same as the borrower and guarantors with respect to the Facilities not being extended, (v) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any Extended Facility shall be determined by the Company and the applicable Extending Lenders and (vi) (A) any Extended Term Facility may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in mandatory prepayments with the Term Facility being extended and (B) borrowing and prepayment under any Extended Revolving Credit Facility, or reductions of Extended Revolving Credit Commitments, and participations in Letters of Credit, shall be on a pro rata basis with the Revolving Credit Loans or Revolving Credit Commitments not being extended (other than upon the maturity of the non-extended Revolving Credit Loans and Revolving Credit Commitments). For the avoidance of doubt, (i) no consent of any Lender (other than the existing Lenders participating in the Extension) shall be required for any Extension pursuant to this Section 2.17 and (ii) neither the operation of this Section 2.17 in accordance with ~~the provisions of this Section~~its terms nor any Extension Amendment shall constitute an amendment subject to Section 10.01.

Appears in 3 contracts

Samples: Credit Agreement (MSGE Spinco, Inc.), Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (Madison Square Garden Entertainment Corp.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 45 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date ~~for the applicable Class~~ with respect to all or part of their respective Commitments ~~and/or Loans hereunder to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the ~~Existing~~ Maturity Date in accordance with this ~~Section~~Section 2.21. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) other than that of the Required Lenders shall become effective ~~prior to the Latest Maturity Date~~ unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the ~~Existing~~ Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If ~~Consenting~~ Lenders constituting the Required Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans held by them~~constituting a majority of the aggregate Commitments, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the ~~Existing~~ Maturity Date ~~of the applicable Commitments and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or~~ and Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals ~~(including~~ other than those of the Required ~~Lenders)~~ Lenders having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment ~~and/or Loans subject to a Maturity Date Extension Request~~ that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, : (i) the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of ~~each~~ such Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and hereunder (~~iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date~~accordingly, the ~~Borrower shall repay all the Loans~~ Commitment of ~~such Class of each Declining Lender~~any Consenting Lender shall, to the extent such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section, be permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the Loans ~~shall not have been so purchased, assigned and transferred~~of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts ~~owing~~ payable in respect thereof on or prior to the Existing Maturity Date); and (ii) the Borrower shall make such other prepayments of Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination and permanent reductions of the Commitments of Declining Lenders pursuant to clause (i) above, and all payments to such Declining ~~Lender hereunder~~Lenders, ~~it being understood and agreed that, subject to satisfaction of~~ the ~~conditions set forth in Section 4.02, such repayments may be funded with~~ aggregate Credit Exposures do not exceed the ~~proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders~~aggregate Commitments. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of ~~an Existing~~ the Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans and Letters of Credit of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.08(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) Notwithstanding the foregoing, in the case of any Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank, (i) the Issuing Bank Limit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitment unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in a written notice to the Borrower and (ii) no Issuing Bank that is a Declining Lender shall be required to issue, amend, renew or extend a Letter of Credit such that such Letter of Credit expires later than five Business Days prior to the Existing Maturity Date. (g) The ~~Borrower,~~ Borrower and the Administrative Agent ~~and the Consenting Lenders~~ may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has been approved by the Required Lenders and become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 3 contracts

Samples: Credit Agreement (Blackstone Group L.P.), Credit Agreement (Blackstone Group L.P.), Credit Agreement (Blackstone Group L.P.)

Extension of Maturity Date. (ai) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for~~ notify the applicable Class of Lenders or Additional Lenders, as applicable), request one or more extensions of the maturity date applicable to the Revolving Commitments ~~and/or~~ or Other Revolving Commitments, the maturity date applicable to any Class of Term Loans ~~hereunder~~ or Other Term Loans, or the maturity date applicable to ~~be extended~~ any Incremental Loans, as applicable, then in effect (such existing maturity date applicable to any Revolving Commitments or Other Revolving Commitments being the “Existing Revolving Maturity Date”), ~~request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the~~ such existing maturity date applicable to any Class of ~~Commitments and/or~~ Term Loans ~~hereunder to be extended, (ii) specify~~ or Other Term Loans being the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the “Existing Term Loan Maturity Date” and such existing maturity date applicable to any Incremental Loans being the “Existing Incremental Loan Maturity Date”) ~~and~~ to a date specified in such notice. Within 15 Business Days of delivery of such notice (~~iv) specify any other amendments~~ or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein period as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent ~~following~~ shall mutually agree upon), each applicable Revolving Lender, Term Lender or Additional Lender, as the ~~date on~~ case may be, shall notify the Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Revolving Lender’s, Term Lender’s or Additional Lender’s, as applicable, sole and absolute discretion). Any Revolving Lender, Term Lender or Additional Lender, as applicable, not responding within the ~~Maturity Date Extension Request~~ above time period shall be deemed not to have ~~been delivered by~~ consented to such extension. The Administrative Agent shall promptly notify the Borrower and the applicable Revolving Lenders, Term Lenders and/or the Additional Lenders of such Revolving Lenders’, Term Lenders’ or the Additional Lenders’ responses, as applicable. (ii) The maturity date applicable to any Revolving Commitments or Other Revolving Commitments, the maturity date applicable to any Class of Term Loans or Other Term Loans or the maturity date applicable to any Incremental Loans, as applicable, shall be extended only with respect to such Revolving Commitments, Other Revolving Commitments, such Class of Term Loans, Other Term Loans or Incremental Loans, as applicable, held by such Revolving Lenders, Term Lenders or Additional Lenders, as applicable, that have consented thereto (the Revolving Lenders or Additional Lenders providing revolving loans, as applicable, that so consent, the “Extending Revolving Lenders” and the Revolving Lenders or Additional Lenders providing revolving loans, as applicable, that decline, the “Non-Extending Revolving Lenders” and the Term Lenders or Additional Lenders providing term loans, as applicable, that so consent being the “Extending Term Lenders” and the Term Lenders or Additional Lenders providing term loans, as applicable, that declined being the “Non-Extending Term Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right~~ that, except for the consents of the Extending Revolving Lenders or Extending Term Lenders, as ~~set forth above~~ applicable, no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, (i) the scheduled maturity date with respect to ~~extend only a portion of its then existing Commitment and/or Loans~~the Revolving Commitments or Other Revolving Commitments held by the Extending Revolving Lenders shall be extended to the date specified in the notice referred to in Section 2.07(d)(i) above, ~~it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect~~ which shall become the new maturity date of the ~~remaining portion~~ Revolving Commitments or Other Revolving Commitments (such maturity date for the Revolving Commitments or Other Revolving Commitments, so affected, the “Extended Revolving Maturity Date”), (ii) the the scheduled maturity date with respect to the Term Loans or Other Term Loans of ~~its Commitment and/or Loans~~the relevant Class held by the Extending Term Lenders shall be extended to the date specified in the notice referred to in Section 2.07(d)(i) above, ~~and~~ which shall become the ~~aggregate principal amount of each Type of Loans~~ new maturity date of the applicable Class of Term Loans or Other Term Loans (such ~~Lender shall be allocated ratably among~~ maturity date for the ~~extended~~ Term Loans or Other Term Loans, as applicable, so affected, the “Extended Term Loan Maturity Date”), and ~~non-extended portions of~~ (iii) the ~~Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed~~ scheduled maturity date with respect to ~~such Maturity Date Extension Request in respect of Commitments and/or~~ any Incremental Loans held by ~~them~~the Extending Term Lenders or Extending Revolving Lenders, ~~then~~as applicable, ~~subject~~ shall be extended to ~~paragraph (d) of this Section, on~~ the date specified in the notice referred to in Section 2.07(d)(i) above, which shall become the new maturity date applicable to such Incremental Loans (such date, the “Extended Incremental Loan Maturity ~~Date Extension Request as~~ Date”). The Administrative Agent shall promptly confirm to (x) the applicable Extending Revolving Lenders and Non-Extending Revolving Lenders such extension, specifying the effective date ~~thereof~~ of such extension (the “Revolver Extension Effective Date”), the Existing Revolving Loan Maturity Date applicable to the Non-Extending Revolving Lenders, and the Extended Revolving Maturity Date (iafter giving effect to such extension) applicable to the Extending Revolving Lenders, (y) the applicable Extending Term Lenders and Non-Extending Term Lenders such extension, specifying the effective date of such extension (the “Term Loan Extension Effective Date”), the Existing Term Loan Maturity Date applicable to the Non-Extending Term Lenders, and the Extended Term Loan Maturity Date (after giving effect to such extension) applicable to the Extending Term Lenders and (z) the applicable Extending Term Lenders and/or the Extending Revolving Lenders and Non-Extending Term Lenders and/or the Non-Extending Revolving Lenders such extension, specifying the effective date of such extension (the “Incremental Loan Extension Effective Date”), the Existing Incremental Loan Maturity Date applicable to such Non-Extending Revolving Lenders and/or Non-Extending Revolving Term Lenders, as applicable, and the Extended Incremental Loan Maturity Date (after giving effect to such extension) applicable to the Extending Term Lenders and/or the Extending Revolving Lenders, as applicable. The interest margins and/or “floors” with respect to any Revolving Commitments, Other Revolving Commitments, Term Loans, Other Term Loans or Incremental Loans, as applicable, extended pursuant to this Section 2.07 may be different than the interest margins and/or “floors” for the existing Revolving Commitments, Other Revolving Commitments, existing Class of Term Loans, Other Term Loans or Incremental Loans, as applicable, and upfront fees may be paid to the Extending Revolving Lenders or Extending Term Lenders, as applicable, in each case to the extent provided in the Borrower’s notice or as otherwise agreed between the Borrower and the Extending Revolving Lenders or Extending Term Lenders, as applicable. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the ~~applicable Commitments and/or Loans shall~~Borrower dated as of the Revolver Extension Effective Date, the Term Loan Extension Effective Date or the Incremental Loan Extension Effective Date, as applicable, signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such extension, the representations and warranties contained in Article 3 made by it that are qualified by materiality shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case on and as of the Revolver Extension Effective Date, the Term Loan Extension Effective Date or the Incremental Loan Extension Effective Date, as applicable, except to the ~~Consenting Lenders~~extent that such representations and warranties specifically refer to an earlier date, ~~be extended to~~ in which case such ~~date as~~ representation and warranty shall be ~~specified therein~~true and correct in all material respects as of such earlier date, ~~(ii) the terms~~ and ~~conditions~~ no Default or Event of Default exists or will exist as of the ~~applicable Commitments and/or Loans of~~ Revolver Extension Effective Date, Term Loan Extension Effective Date or the ~~Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified~~ Incremental Loan Extension Effective Date, as ~~set forth in the Maturity Date Extension Request and~~ applicable. (iii) Notwithstanding anything to the contrary herein, (A) the Borrowers, the Extending Revolving Lenders and/or the Extending Term Lenders shall have the right to appoint successor syndication agents or co-documentation agents, in each case, to replace any such ~~other modifications~~ person that does not consent to continue its respective obligations and ~~amendments hereto specified~~ duties under the Loan Documents in ~~the Maturity Date Extension Request shall~~ connection with an extension under this Section 2.07(d) and (~~subject to any required approvals (including those of the Required Lenders~~B) ~~having been obtained) become effective. (b) Notwithstanding the foregoing,~~ the Borrower shall have the right~~, in accordance with the provisions of Sections 2.18(b) and 9.04~~, at any time prior to the Existing Revolver Maturity Date, the Existing Term Loan Maturity Date or the Existing Incremental Loan Maturity Date, as applicable, at the Borrower’s sole expense and effort, upon notice to ~~replace~~ such Non-Extending Revolving Lender or Non-Extending Term Lender, as applicable and the Administrative Agent, to require each such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a ~~Declining~~ Lender accepts such assignment), provided that (~~for~~ I) the ~~avoidance~~ Borrower shall have received the prior written consent of ~~doubt~~the Administrative Agent (and, ~~only~~ if a Revolving Commitment or Other Revolving Commitment is being assigned, the Issuing Bank), which consent(s) shall not unreasonably be withheld or delayed, (II) each Non-Extending Revolving Lender or Non-Extending Term Lender, as applicable, shall have received payment of an amount equal to the outstanding principal of its Loans and participations in ~~respect of that portion~~ LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such ~~Lender’s Commitment and/or Loans subject~~ outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (III) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b) and (IV) in no event shall the Borrower be entitled to exercise its replacement right under this subclause (iii) with respect to a ~~Maturity Date Extension Request that it has not agreed to extend) with a~~ Non-Extending Revolving Lender or ~~other financial institution~~ Non-Extending Term Lender, in either case that ~~will agree to such Maturity Date Extension Request, and any~~ is also acting as the Administrative Agent or Issuing Bank. Any such replacement Lender shall for all purposes constitute ~~a Consenting~~ an Extending Revolving Lender ~~in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement~~or Extending Term Lender, as applicable. (civ) ~~If a Maturity Date Extension Request has become effective hereunder:~~ Notwithstanding the terms of Section 9.02, the Borrower and the Administrative Agent shall be entitled (iwithout the consent of any other Lenders except to the extent required under subsection (ii) ~~solely in respect~~ above) to enter into any amendments to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of a ~~Maturity Date Extension Request that has become effective in respect of~~ maturity date applicable to the Revolving Commitments, ~~not later than~~ Other Revolving Commitments, the maturity date applicable to any Class of Term Loans or Other Term Loans or maturity date applicable to any Incremental Loans, as applicable, pursuant to this Section 2.07(d). In addition, with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Existing Revolving Maturity ~~Date~~Date shall be reallocated from Non-Extending Revolving Lenders to Extending Revolving Lenders in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the ~~Borrower shall make prepayments of~~ Extending Revolving ~~Loans and shall provide cash collateral~~ Lenders, be deemed to be participation interests in respect of ~~Letters~~ such extended revolving commitments and the terms of ~~Credit in~~ such participation interests (including, without limitation, the ~~manner set forth in Section 2.04(i)~~commission applicable thereto) shall be adjusted accordingly. (v) In connection with any extension of the maturity date of the Tranche B-2 Loans on or prior to September 1, ~~such that~~2015, if the aggregate amount of Tranche B-2 Loans with a maturity date of December 17, 2015 outstanding after giving effect to such ~~prepayments and such provision of cash collateral~~extension shall be equal to or less than $300,000,000, ~~the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and~~ the Borrower shall ~~not~~ deliver to the Administrative Agent on the applicable Term Loan Extension Effective Date (which shall be ~~permitted thereafter~~ on or prior to ~~request any Revolving Loan or any issuance~~September 1, ~~amendment~~2015), ~~renewal or extension of~~ a ~~Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed~~ certificate signed by a Financial Officer certifying as to (x) the aggregate amount of ~~the Revolving Commitments so extended); (ii) solely in respect~~ Tranche B-2 Loans outstanding with a maturity date of ~~a Maturity Date Extension Request that has become effective in respect~~ December 17, 2015 as of the ~~Revolving Commitments, on~~ applicable Term Loan Extension Effective Date and (y) the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to non-satisfaction of the ~~conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders~~Maturity Acceleration Condition, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans delivery of such ~~Class of each Declining Lender, to~~ certificate shall satisfy the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders Borrower’s obligations under Section ~~9.02(b~~5.01(g). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 3 contracts

Samples: Credit Agreement Refinancing Amendment (Windstream Corp), Amendment and Restatement Agreement (Windstream Corp), Credit Agreement (Windstream Corp)

Appears in 3 contracts

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

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such ~~Lender~~ Xxxxxx agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 2 contracts

Samples: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)

Extension of Maturity Date. (ai) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for~~ notify the applicable Class of Lenders or Additional Lenders, as applicable), request one or more extensions of the maturity date applicable to the Revolving Commitments ~~and/or~~ or Other Revolving Commitments, the maturity date applicable to any Class of Term Loans ~~hereunder~~ or Other Term Loans, or the maturity date applicable to ~~be extended~~ any Incremental Loans, as applicable, then in effect (such existing maturity date applicable to any Revolving Commitments or Other Revolving Commitments being the “Existing Revolving Maturity Date”), ~~request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the~~ such existing maturity date applicable to any Class of ~~Commitments and/or~~ Term Loans ~~hereunder to be extended, (ii) specify~~ or Other Term Loans being the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the “Existing Term Loan Maturity Date” and such existing maturity date applicable to any Incremental Loans being the “Existing Incremental Loan Maturity Date”) ~~and~~ to a date specified in such notice. Within 15 Business Days of delivery of such notice (~~iv) specify any other amendments~~ or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein period as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent ~~following~~ shall mutually agree upon), each applicable Revolving Lender, Term Lender or Additional Lender, as the ~~date on~~ case may be, shall notify the Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Revolving Lender’s, Term Lender’s or Additional Lender’s, as applicable, sole and absolute discretion). Any Revolving Lender, Term Lender or Additional Lender, as applicable, not responding within the ~~Maturity Date Extension Request~~ above time period shall be deemed not to have ~~been delivered by~~ consented to such extension. The Administrative Agent shall promptly notify the Borrower and the applicable Revolving Lenders, Term Lenders and/or the Additional Lenders of such Revolving Lenders’, Term Lenders’ or the Additional Lenders’ responses, as applicable. (ii) The maturity date applicable to any Revolving Commitments or Other Revolving Commitments, the maturity date applicable to any Class of Term Loans or Other Term Loans or the maturity date applicable to any Incremental Loans, as applicable, shall be extended only with respect to such Revolving Commitments, Other Revolving Commitments, such Class of Term Loans, Other Term Loans or Incremental Loans, as applicable, held by such Revolving Lenders, Term Lenders or Additional Lenders, as applicable, that have consented thereto (the Revolving Lenders or Additional Lenders providing revolving loans, as applicable, that so consent, the “Extending Revolving Lenders” and the Revolving Lenders or Additional Lenders providing revolving loans, as applicable, that decline, the “Non-Extending Revolving Lenders” and the Term Lenders or Additional Lenders providing term loans, as applicable, that so consent being the “Extending Term Lenders” and the Term Lenders or Additional Lenders providing term loans, as applicable, that decline being the “Non-Extending Term Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right~~ that, except for the consents of the Extending Revolving Lenders or Extending Term Lenders, as ~~set forth above~~ applicable, no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, (i) the scheduled maturity date with respect to ~~extend only a portion of its then existing Commitment and/or Loans~~the Revolving Commitments or Other Revolving Commitments held by the Extending Revolving Lenders shall be extended to the date specified in the notice referred to in Section 2.07(d)(i) above, ~~it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect~~ which shall become the new maturity date of the ~~remaining portion~~ Revolving Commitments or Other Revolving Commitments (such maturity date for the Revolving Commitments or Other Revolving Commitments, so affected, the “Extended Revolving Maturity Date”), (ii) the scheduled maturity date with respect to the Term Loans or Other Term Loans of ~~its Commitment and/or Loans~~the relevant Class held by the Extending Term Lenders shall be extended to the date specified in the notice referred to in Section 2.07(d)(i) above, ~~and~~ which shall become the ~~aggregate principal amount of each Type of Loans~~ new maturity date of the applicable Class of Term Loans or Other Term Loans (such ~~Lender shall be allocated ratably among~~ maturity date for the ~~extended~~ Term Loans or Other Term Loans, as applicable, so affected, the “Extended Term Loan Maturity Date”), and ~~non-extended portions of~~ (iii) the ~~Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed~~ scheduled maturity date with respect to ~~such Maturity Date Extension Request in respect of Commitments and/or~~ any Incremental Loans held by ~~them~~the Extending Term Lenders or Extending Revolving Lenders, ~~then~~as applicable, ~~subject~~ shall be extended to ~~paragraph (d) of this Section, on~~ the date specified in the notice referred to in Section 2.07(d)(i) above, which shall become the new maturity date applicable to such Incremental Loans (such date, the “Extended Incremental Loan Maturity ~~Date Extension Request as~~ Date”). The Administrative Agent shall promptly confirm to (x) the applicable Extending Revolving Lenders and Non-Extending Revolving Lenders such extension, specifying the effective date ~~thereof~~ of such extension (the “Revolver Extension Effective Date”), the Existing Revolving Maturity Date applicable to the Non-Extending Revolving Lenders, and the Extended Revolving Maturity Date (iafter giving effect to such extension) applicable to the Extending Revolving Lenders, (y) the applicable Extending Term Lenders and Non-Extending Term Lenders such extension, specifying the effective date of such extension (the “Term Loan Extension Effective Date”), the Existing Term Loan Maturity Date applicable to the Non-Extending Term Lenders, and the Extended Term Loan Maturity Date (after giving effect to such extension) applicable to the Extending Term Lenders and (z) the applicable Extending Term Lenders and/or the Extending Revolving Lenders and Non-Extending Term Lenders and/or the Non-Extending Revolving Lenders such extension, specifying the effective date of such extension (the “Incremental Loan Extension Effective Date”), the Existing Incremental Loan Maturity Date applicable to such Non-Extending Revolving Lenders and/or Non-Extending Term Lenders, as applicable, and the Extended Incremental Loan Maturity Date (after giving effect to such extension) applicable to the Extending Term Lenders and/or the Extending Revolving Lenders, as applicable. The interest margins and/or “floors” with respect to any Revolving Commitments, Other Revolving Commitments, Term Loans, Other Term Loans or Incremental Loans, as applicable, extended pursuant to this Section 2.07 may be different than the interest margins and/or “floors” for the existing Revolving Commitments, Other Revolving Commitments, existing Class of Term Loans, Other Term Loans or Incremental Loans, as applicable, and upfront fees may be paid to the Extending Revolving Lenders or Extending Term Lenders, as applicable, in each case to the extent provided in the Borrower’s notice or as otherwise agreed between the Borrower and the Extending Revolving Lenders or Extending Term Lenders, as applicable. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the ~~applicable Commitments and/or Loans shall~~Borrower dated as of the Revolver Extension Effective Date, the Term Loan Extension Effective Date or the Incremental Loan Extension Effective Date, as applicable, signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such extension, the representations and warranties contained in Article 3 made by it that are qualified by materiality shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case on and as of the Revolver Extension Effective Date, the Term Loan Extension Effective Date or the Incremental Loan Extension Effective Date, as applicable, except to the ~~Consenting Lenders~~extent that such representations and warranties specifically refer to an earlier date, ~~be extended to~~ in which case such ~~date as~~ representation and warranty shall be ~~specified therein~~true and correct in all material respects as of such earlier date, ~~(ii) the terms~~ and ~~conditions~~ no Default or Event of Default exists or will exist as of the ~~applicable Commitments and/or Loans of~~ Revolver Extension Effective Date, Term Loan Extension Effective Date or the ~~Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified~~ Incremental Loan Extension Effective Date, as ~~set forth in the Maturity Date Extension Request and~~ applicable. (iii) Notwithstanding anything to the contrary herein, (A) the Borrowers, the Extending Revolving Lenders and/or the Extending Term Lenders shall have the right to appoint successor syndication agents or co-documentation agents, in each case, to replace any such ~~other modifications~~ person that does not consent to continue its respective obligations and ~~amendments hereto specified~~ duties under the Loan Documents in ~~the Maturity Date Extension Request shall~~ connection with an extension under this Section 2.07(d) and (~~subject to any required approvals (including those of the Required Lenders~~B) ~~having been obtained) become effective. (b) Notwithstanding the foregoing,~~ the Borrower shall have the right~~, in accordance with the provisions of Sections 2.18(b) and 9.04~~, at any time prior to the Existing Revolving Maturity Date, the Existing Term Loan Maturity Date or the Existing Incremental Loan Maturity Date, as applicable, at the Borrower’s sole expense and effort, upon notice to ~~replace~~ such Non-Extending Revolving Lender or Non-Extending Term Lender, as applicable and the Administrative Agent, to require each such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a ~~Declining~~ Lender accepts such assignment), provided that (~~for~~ I) the ~~avoidance~~ Borrower shall have received the prior written consent of ~~doubt~~the Administrative Agent (and, ~~only~~ if a Revolving Commitment or Other Revolving Commitment is being assigned, the Issuing Bank), which consent(s) shall not unreasonably be withheld or delayed, (II) each Non-Extending Revolving Lender or Non-Extending Term Lender, as applicable, shall have received payment of an amount equal to the outstanding principal of its Loans and participations in ~~respect of that portion~~ LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such ~~Lender’s Commitment and/or Loans subject~~ outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (III) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii)(C) and (IV) in no event shall the Borrower be entitled to exercise its replacement right under this subclause (iii) with respect to a ~~Maturity Date Extension Request that it has not agreed to extend) with a~~ Non-Extending Revolving Lender or ~~other financial institution~~ Non-Extending Term Lender, in either case that ~~will agree to such Maturity Date Extension Request, and any~~ is also acting as the Administrative Agent or Issuing Bank. Any such replacement Lender shall for all purposes constitute ~~a Consenting~~ an Extending Revolving Lender ~~in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement~~or Extending Term Lender, as applicable. (civ) ~~If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect~~ Notwithstanding the terms of ~~a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date~~Section 9.02, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall ~~have received a certificate~~ be entitled (without the consent of any other Lenders except to ~~that effect dated such date and executed by a Responsible Officer.~~ the extent required under subsection (eii) ~~Notwithstanding~~ above) to enter into any ~~provision of~~ amendments to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of a maturity date applicable to the ~~contrary~~Revolving Commitments, ~~it is hereby agreed that no extension~~ Other Revolving Commitments, the maturity date applicable to any Class of an Term Loans or Other Term Loans or maturity date applicable to any Incremental Loans, as applicable, pursuant to this Section 2.07(d). In addition, with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Existing Revolving Maturity Date shall be reallocated from Non-Extending Revolving Lenders to Extending Revolving Lenders in accordance with the ~~express~~ terms of ~~this Section~~such amendment; provided, ~~or any amendment or modification of~~ however, that such participation interests shall, upon receipt thereof by the ~~terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto~~Extending Revolving Lenders, ~~shall~~ be deemed to ~~(i) violate the last sentence~~ be participation interests in respect of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent such extended revolving commitments and ~~the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect~~ the terms of ~~any Maturity Date Extension Request that has become effective in accordance with~~ such participation interests (including, without limitation, the ~~provisions of this Section~~commission applicable thereto) shall be adjusted accordingly.

Appears in 2 contracts

Samples: Credit Agreement (Windstream Holdings, Inc.), Credit Agreement (Windstream Services, LLC)

Extension of Maturity Date. (a) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon written notice to the Administrative Agent (an “Extension Request”), which shall promptly ~~deliver a copy thereof to each~~ notify the applicable Lenders, request extensions of the ~~Lenders~~Maturity Date applicable to the Commitments (the “Extended Loans”) ~~not less than ten days~~ to a date specified in such Extension Request. (~~or such shorter period as agreed~~ b) The Extension Request shall specify the date on which the Borrower proposes that the extension shall be effective, which shall be a date reasonably satisfactory to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and Within the time ~~as of which~~ period specified in such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall ~~have~~ notify the ~~right, but not the obligation,~~ Administrative Agent whether it consents to ~~agree to the~~ such extension ~~of the Existing Maturity Date~~ (which consent may be given or withheld in such Lender’s sole and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each absolute discretion). Any Lender not ~~agreeing thereto being referred~~ responding within the above time period shall be deemed not to ~~herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of~~ have consented to such ~~Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the~~ extension. The Administrative ~~Agent) not later than a day to be agreed upon by~~ Agent shall promptly notify the Borrower and the ~~Administrative Agent following~~ applicable Lenders of such Lenders’ responses. (c) The maturity date applicable to any Commitments shall be extended only with respect to such Extended Loans held by such Lenders that have consented thereto (the ~~date on which~~ Lenders that so consent being the ~~Maturity Date Extension Request shall have been delivered by~~ “Extending Lenders” and the ~~Borrower~~ Lenders that declined being the “Non-Extending Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right as set forth above~~ that, except for the consents of Extending Lenders no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, the scheduled maturity date with respect to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the ~~remaining portion of its Commitment and/or Loans, and~~ Commitments held by the ~~aggregate principal amount of each Type of Loans of the applicable Class of such Lender~~ Extending Lenders shall be ~~allocated ratably among the~~ extended ~~and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed~~ to ~~such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on~~ the date specified in the Extension Request, which shall become the maturity date of the applicable Commitments (such date, the “Extended Maturity ~~Date Extension Request as~~ Date”). The Administrative Agent shall promptly confirm to the applicable Extending Lenders and Non-Extending Lenders such extension, specifying the effective date ~~thereof~~ of such extension (the “Extension Effective Date”~~), (i~~) and the ~~Existing~~ Extended Maturity Date ~~of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein,~~ (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (iiextension) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, applicable to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Extending Lenders. (d) ~~Notwithstanding~~ The proposed terms of the ~~foregoing~~Extended Loans to be established shall (i) be identical as offered to each Lender and (ii) be identical to the existing Commitments from which such Extended Loans are to be amended, ~~no Maturity Date Extension Request~~ except that: (A) the maturity date of the Extended Loans shall ~~become effective hereunder unless~~be later than the maturity date of the existing Commitments and (B) the Administrative Agent and the Extending Lenders may receive customary fees in consideration for the extension of the Extended Loans. (e) As a condition precedent to such extension, the Borrower shall deliver or cause to be delivered any customary legal opinions, certificates or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent and the Extending Lenders and a certificate stating that before and after giving effect to such extension, (i) the representations and warranties made by any Loan Party in this Agreement and the other Loan Documents are true and correct (x) in the case of the representations and warranties qualified as to materiality, in all respects and (y) otherwise, in all material respects, in each case on and as of the Extension Effective Date, except in the ~~conditions set forth~~ case of any such representation and warranty that expressly relates to a prior date, in ~~Section 4.02~~ which case such representation and warranty shall be ~~satisfied~~ so true and correct on and as of such prior date and (~~with all references in such~~ ii) that no Default or Event of Default exists and is continuing as of the Extension Effective Date. (f) Notwithstanding the terms of Section ~~to a Borrowing being deemed to be references to such Maturity Date Extension Request)~~ 10.02, the Borrower and the Administrative Agent shall ~~have received a certificate to that effect dated such date and executed by a Responsible Officer.~~ be entitled (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require without the consent of ~~all~~ any other Lenders ~~or all affected Lenders~~ except to the extent required under ~~Section 9.02(b).~~ subsection (fb) ~~The Borrower~~above) to enter into any amendments to this Agreement, in form and substance satisfactory to the Administrative Agent, that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of the maturity date and ~~the Consenting Lenders may enter into an amendment~~ other amendments applicable to any Extended Loans pursuant to this ~~Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section~~Section 2.20.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (PHI Group, Inc./De), Term Loan Credit Agreement (Phi Inc)

Extension of Maturity Date. (a) The Lead Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 45 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21; provided that the Lead Borrower may not make more than two Maturity Date Extension Requests following the Third Restatement Effective Date. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~9.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Lead Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Lead Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Lead Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Lead Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above by such date shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this ~~Section~~Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required ~~Lenders)~~ Lenders having been obtained, if applicable), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become effective. (b) Notwithstanding the foregoing, the Lead Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or ~~other financial institution~~ any Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the second (2nd) Business Day prior to the Existing Maturity Date, the ~~Borrower~~ Borrowers shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.10, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding as of such date will not exceed the aggregate ~~Revolving~~ Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and ~~the~~ no Borrower shall ~~not~~ be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding would exceed the aggregate amount of the ~~Revolving~~ Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this ~~Section~~Section 2.21, terminate, and the ~~Borrower~~ Borrowers shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section 2.21 and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, the Borrowers shall prepay the proportionate part of the outstanding Revolving Loans and participations in LC Disbursements of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments~~; and~~. (~~iii~~d) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class The occurrence of each ~~Declining Lender,~~ Extension Effective Date shall be deemed to ~~the extent~~ constitute a representation and warranty by each Borrower on such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of Extension Effective Date that the conditions set forth in Section ~~4.02,~~ 4.2 have been satisfied on such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~9.2(b). (f) ~~The Borrower~~Without the consent of any other Person, the Borrowers, the Administrative Agent and the Consenting Lenders (and, to the extent required pursuant to the proviso of Section 2.5(c), the applicable Issuing Banks) may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 2 contracts

Samples: Revolving Credit Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable ~~Rate~~ Margin to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~10.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but~~ right to agree or not ~~the obligation, to~~ agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a ““ Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required ~~Lenders)~~ Lenders having been obtained), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Required Lenders and the Consenting Lenders) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, the Borrower shall prepay the proportionate part of the outstanding Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new ~~Revolving~~ Borrowings made simultaneously with such repayments by the Consenting Lenders, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section ~~4.02~~ 4.2 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~10.2(b). (f) The Borrower, the Administrative ~~Agent~~ Agent, the Required Lenders and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 2 contracts

Samples: Revolving Credit and Guaranty Agreement (Fitbit Inc), Revolving Credit and Guaranty Agreement (Fitbit Inc)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders and the Issuing Banks) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable~~ Commitments of any Class ~~of Commitments and/or Loans~~ (as defined below) hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the applicable Lenders and the Issuing Banks extend the Existing Maturity Date in accordance with this Section; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the ~~applicable~~ Class of Commitments ~~and/or Loans hereunder to be extended, (ii) specify~~ and the date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the latest then-scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) of the applicable Class extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~10.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals ~~have~~ having been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender of the applicable ~~Lender~~ Class shall have the ~~right, but~~ right to agree or not ~~the obligation, to~~ agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender” and the Commitments of each group of Consenting Lenders (as so extended) and the Commitments of each group of Declining Lenders (not so extended) shall be considered separate “classes” (each, a “Class”)), which right may be exercised by written notice thereof, specifying the maximum amount of ~~the~~ its Commitment ~~and/or Loans~~ and, if such Lender (or a designated Affiliate of such ~~Lender~~ Lender) is then serving as an Issuing Bank, its (or its designated Affiliate’s) Issuing Bank Sublimit, with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ (x) that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender and (y) that, in the case of any Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank, (I) the Issuing Bank Sublimit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.4(a), the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its Issuing Bank Sublimit will be the Maturity Date in respect of such Letter of Credit Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) ~~having~~ have been obtained, except that any such modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become ~~effective~~effective and (iv) in the case of any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its Issuing Bank Sublimit, or shall have agreed to extend the Existing Maturity Date with respect to less than the entire amount of its Issuing Bank Sublimit, such Issuing Bank shall not have the obligation to issue, amend, extend or increase Letters of Credit following the Extension Effective Date, if after giving effect to any such issuance, amendment, extension or increase, the Letter of Credit Usage attributable to Letters of Credit issued by such Issuing Bank that have an expiration date after the date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its Issuing Bank Sublimit would exceed the extended portion (if any) of such Issuing Bank Sublimit. (b) It is understood and agreed that (i) to the extent dealing with Letters of Credit which mature or expire after a Maturity Date when there exists a Class of Commitments with a longer Maturity Date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Commitments in accordance with their Applicable Percentage of the Commitments and (ii) all borrowings under the Commitments and payments in respect thereof or in respect of credit extensions thereunder shall be made on a pro rata basis across each Class in accordance with each Lender’s Applicable Percentage of the Commitments (except for (A) payments of interest and fees at different rates with respect to different Classes (and related outstandings) and (B) repayments required upon the then scheduled Maturity Date of the non-extending Commitments). (c) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~Article IX, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (cd) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, hereunder on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, the Borrower shall prepay the proportionate part of the outstanding Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new ~~Revolving~~ Borrowings made simultaneously with such repayments by the Consenting Lenders, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (de) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, (i) the conditions set forth in Section ~~4.02~~ 4.2 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrower and (ii) (if applicable) any amendment reporting to the FETA Reporting shall be made and shall have been accepted by the relevant foreign exchange authority. (ef) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~10.2(b). (fg) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 2 contracts

Samples: Revolving Credit and Guaranty Agreement (Coupang, Inc.), Revolving Credit and Guaranty Agreement (Coupang, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 45 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21; provided that the Borrower may not make more than two Maturity Date Extension Requests following the Restatement Effective Date. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~9.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this ~~Section~~Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required ~~Lenders)~~ Lenders having been obtained, if applicable), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or ~~other financial institution~~ any Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the second (2nd) Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.10, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding as of such date will not exceed the aggregate ~~Revolving~~ Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and the Borrower shall not be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding would exceed the aggregate amount of the ~~Revolving~~ Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this ~~Section~~Section 2.21, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section 2.21 and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, the Borrower shall prepay the proportionate part of the outstanding Revolving Loans and participations in LC Disbursements of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments~~; and~~. (~~iii~~d) ~~solely in respect~~ The occurrence of each Extension Effective Date shall be deemed to constitute a ~~Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date,~~ representation and warranty by the Borrower ~~shall repay all the Loans of~~ on such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of Extension Effective Date that the conditions set forth in Section ~~4.02,~~ 4.2 have been satisfied on such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective ~~Date, the conditions set forth in Section 4.02 shall be satisfied~~ Date (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request~~) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer~~). (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~9.2(b). (f) ~~The~~ Without the consent of any other Person, the Borrower, the Administrative Agent and the Consenting Lenders (and, to the extent required pursuant to the proviso of Section 2.5(c), the applicable Issuing Banks) may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 2 contracts

Samples: Revolving Credit Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)

Extension of Maturity Date. (a) The ~~Borrower~~ Borrowers may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by ~~the~~ a Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the ~~Borrower~~ Borrowers (with a copy to the Administrative Agent) not later than a day to be agreed upon by the ~~Borrower~~ Borrowers and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the ~~Borrower~~ Borrowers (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the ~~Borrower~~ Borrowers shall have the right, in accordance with the provisions of Sections ~~2.18(b~~2.19(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving ~~Commitments~~Commitments of any Class, not later than the fifth Business Day prior to the Existing Maturity Date, the ~~Borrower~~ Borrowers shall make prepayments of Revolving Loans of such Class and shall provide cash collateral in respect of Letters of Credit of such Class in the manner set forth in Section ~~2.04(i~~2.05(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure of such Class as of such date will not exceed the aggregate Revolving Commitments of such Class of the Consenting Lenders extended pursuant to this Section (and the ~~Borrower~~ Borrowers shall not be permitted thereafter to request any Revolving Loan of such Class or any issuance, amendment, renewal or extension of a Letter of Credit of such Class if, after giving effect thereto, the Aggregate Revolving Exposure of such Class would exceed the aggregate amount of the Revolving Commitments of such Class so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving ~~Commitments~~Commitments of any Class, on the Existing Maturity Date, the Revolving Commitment of such Class of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the ~~Borrower~~ Borrowers shall repay all the Revolving Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings of such Class made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving ~~Commitments~~Commitments of such Class; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the ~~Borrower~~ Borrowers shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in clauses (a) and (b) of Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrowers. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.08(c) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The ~~Borrower~~Borrowers, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 2 contracts

Samples: Credit Agreement (Allegion PLC), Credit Agreement (Allegion PLC)

Extension of Maturity Date. (a) ~~The~~ Not earlier than 90 days prior to, nor later than 30 days prior to, October 16, 2020 and, if extended as provided in this Section 2.10, October 16, 2021, the Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (~~which~~ who shall promptly ~~deliver a copy thereof to each of~~ notify the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the one-year extension of the Maturity ~~Date~~Date then in effect (“Extension Request”). Within 15 days of delivery of such Extension Request, ~~delivered to~~ each Lender shall notify the Administrative Agent and the Borrower whether or not it consents to such Extension Request (~~with a copy~~ which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above specified time period shall be deemed not to ~~the~~ have consented to such Extension Request. The Administrative ~~Agent) not later than a day to be agreed upon by~~ Agent shall promptly notify the Borrower and the ~~Administrative Agent following~~ Lenders of the ~~date on which~~ Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Defaulting Lender and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented to the Extension Request. For each such Extension Request, if so approved, (i) the Maturity ~~Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed~~ Date, as to ~~exercise such right as set forth above~~ Consenting Lenders, shall be ~~deemed~~ extended to ~~be a Declining Lender). If a Lender elects~~ the same date in the following year after giving effect to ~~extend only a portion of its then~~ any prior extensions (such existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (being the “Extension Effective Date”), ~~(i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein,~~ and (ii) the ~~terms and conditions of the applicable Commitments and/or Loans of the~~ Maturity Date, as to any Lender which did not consent or which was deemed not to have consented (a “Non-Consenting ~~Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof)~~ Lender”), shall ~~be modified as set forth in~~ remain the Maturity Date in effect for such Non-Consenting Lender prior to the Extension ~~Request and (iii) such other modifications and amendments hereto specified in~~ Effective Date. Non-Consenting Lenders shall remain Lenders until the Maturity Date ~~Extension Request shall~~ applicable to such Lender, at which time (~~subject to any required approvals (including those~~ and irrespective of the ~~Required Lenders~~pro rata requirements under Sections 4.8 and 4.9 hereof) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all ~~the Revolving~~ Loans ~~of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts~~ owing to such ~~Declining~~ Lender ~~hereunder, it being understood~~ and ~~agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ such ~~repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings~~ Lender’s Commitment shall be ~~made ratably by the Consenting Lenders~~ reduced to zero ($0) in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section ~~4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders~~2. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 2 contracts

Samples: Credit Agreement (Cimarex Energy Co), Credit Agreement (Cimarex Energy Co)

Appears in 2 contracts

Samples: Credit Agreement (Affinia Group Intermediate Holdings Inc.), Credit Agreement (Affinia Group Intermediate Holdings Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Revolving Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their Commitments ~~and/or Loans~~ (and related Revolving Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.19 and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.11, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate Revolving Exposure~~ aggregate credit exposures outstanding as of such date will not exceed the aggregate ~~Revolving~~ Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and the Borrower shall not be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate Revolving Exposure~~ aggregate credit exposures outstanding would exceed the aggregate amount of the ~~Revolving~~ Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section, be permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the outstanding Revolving Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Revolving Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.09(c) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 2 contracts

Samples: Credit Agreement (NEWMONT Corp /DE/), Credit Agreement (Newmont Mining Corp /De/)

Appears in 2 contracts

Samples: Incremental Amendment (Windstream Services, LLC), Incremental Amendment (Windstream Holdings, Inc.)

Extension of Maturity Date. (a) ~~The Borrower may, by delivery~~ No earlier than 90 days prior to the first anniversary of a the Effective Date and no later than 30 days prior to the Maturity Date ~~Extension Request~~ (or previously extended Maturity Date pursuant hereto), upon notice to the Administrative Agent (which shall ~~promptly deliver~~ promptly, but in any event within three (3) Business Days after receipt of such notice, notify the Lenders and the Issuing Banks of such notice), the Borrowers may request an extension of the Maturity Date then in effect (an “Extension Request”) for an additional one-year period; provided that (i) no more than two of such one-year extensions shall be permitted hereunder and (ii) the terms and conditions applicable to any such extension of Commitments and Letter of Credit Commitments with respect to a ~~copy thereof~~ particular Lender or Issuing Bank shall be the same as those applicable to each other Lender or Issuing Bank. Within 20 days of delivery of such Extension Request, each Lender and each Issuing Bank shall notify the Administrative Agent and Borrowers whether or not it consents to such Extension Request (which consent may be given or withheld in such Lender’s or such Issuing Bank’s, as applicable, sole and absolute discretion). Any Non-Defaulting Lender with a then effective Commitment may consent to an Extension Request irrespective of whether such Lender previously had been a Declining Lender with respect to a previous Extension Request. The Administrative Agent shall promptly notify the Borrowers, the Lenders and the Issuing Banks of the Lenders’ and the Issuing Banks’ responses. (b) ~~not less than ten days~~ The Commitment of any Lender and the Letter of Credit Commitment of any Issuing Bank that declines or fails to respond to the Borrowers’ request for an extension of the Maturity Date within such time period (a “Declining Lender”) shall be terminated on the Maturity Date then in effect for such Lender or Issuing Bank, as applicable (without regard to any extension by other Lenders or Issuing Banks). On such ~~shorter period as~~ applicable Maturity Date, (i) the aggregate Commitments of all Lenders shall be reduced by the total Commitments of all Declining Lenders expiring on such Maturity Date, except to the extent one or more Eligible Assignees shall have agreed to by assume such Commitments with the ~~Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be~~ extended ~~(the “Existing Maturity Date”), request that the Lenders extend the Existing~~ Maturity Date in accordance with ~~this Section. Each Maturity Date Extension Request shall~~ Section 2.19(b) (~~i) specify the applicable Class of Commitments and/or Loans hereunder to be extended~~each, a “Replacement Lender”), and (ii) ~~specify~~ the ~~date~~ aggregate Letter of Credit Commitments of all Issuing Banks shall be reduced by the total Letter of Credit Commitments of all Declining Lenders expiring on such Maturity Date, except to ~~which~~ the ~~applicable~~ extent (x) one or more Extending Lenders or Replacement Lenders shall have agreed to assume such Letter of Credit Commitments and (y) such Extending Lender or Replacement Lender is an Issuing Bank on such Maturity Date. Each Borrower shall pay in full the unpaid principal amount of all Loans owing by it to each Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement and all other amounts due to such Declining Lender under this Agreement, including any breakage fees or costs that are payable pursuant to Section 2.16, on the Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended applicable to such ~~new Maturity Date and~~ Declining Lender or the ~~time as~~ earlier replacement of ~~which~~ such ~~changes will become effective (which may be prior~~ Declining Lender pursuant to ~~the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected~~ Section 2.19(b). Further, in connection with ~~such~~ each Maturity Date, each Borrower shall Cash Collateralize the LC Exposure for all outstanding Letters of Credit requested by it as and to the extent required pursuant to Sections 2.06(c) and 2.06(j)(iii). (c) So long as, and only if, the Required Lenders (calculated after giving effect to any replacements of Lenders permitted herein) have consented to the Extension Request and upon the satisfaction of the conditions precedent specified below in this clause (c), the Maturity Date shall be extended as to each Lender that agrees in its sole discretion pursuant to clause (a) above to extend its Commitment (each an “Extending Lender”) (irrespective of whether such Lender previously had been a Declining Lender), shall be extended to the Maturity Date specified in such Extension Request; provided that ~~no such changes or modifications requiring approvals pursuant~~ with respect to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable any previously Declining Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such who is an Extending Lender with respect to ~~which~~ a current Extension Request, by giving its consent, such Extending Lender ~~agrees~~ shall also be deemed to ~~the~~ have approved each prior extension of the Maturity ~~Date~~Date as to which it was a Declining Lender. Upon satisfaction of the conditions precedent provided in the next sentence, ~~delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and~~ the Administrative Agent ~~following~~ and the ~~date on which~~ Borrowers shall promptly confirm to the Lenders and the Issuing Banks any extension of the Maturity Date ~~Extension Request shall have been delivered by~~ pursuant to this Section 2.04, specifying the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect date of such ~~extended portion and a Declining Lender in respect~~ satisfaction of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof conditions precedent (the “Extension Effective Date”) and the extended Maturity Date with respect to the Extending Lenders. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Effective Date signed by a Responsible Officer of such Borrower certifying that, as of the Extension Effective Date, (i) immediately before and immediately after giving effect to such extension, the representations and warranties set forth in this Agreement are true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as written, including the materiality qualifier) on and as of such date (other than those representations and warranties that expressly relate to a specific earlier date, which are true and correct in all material respects as of such earlier date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as of such earlier date as written, including the materiality qualifier)) and (ii) immediately before and immediately after giving effect to such extension, no Default or Event of Default has occurred and is continuing. (d) If the Maturity Date is extended in accordance with this Section, (i) the ~~Existing Maturity Date of~~ Administrative Agent shall record in the ~~applicable Commitments and/or Loans shall,~~ Register any Replacement Lender’s information as provided pursuant to an Administrative Questionnaire that shall be executed and delivered by such Replacement Lender to the ~~Consenting Lenders, be extended to~~ Administrative Agent on or before such ~~date as shall be specified therein~~Extension Effective Date, (ii) ~~the terms~~ Schedule 2.01 hereof shall be amended and ~~conditions of the applicable Commitments and/or Loans of the Consenting~~ restated to set forth all Revolving Lenders (including ~~interest~~ any Replacement Lenders) and ~~fees~~ Issuing Banks that will be Revolving Lenders and Issuing Banks hereunder (~~including~~ and their respective Commitments and Letter of Credit ~~fees~~Commitments) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) extensions and the Administrative Agent shall ~~have received~~ distribute to each Lender (including each Replacement Lender) and each Issuing Bank a ~~certificate~~ copy of such amended and restated Schedule 2.01, (iii) each Replacement Lender that complies with the provisions of this Section 2.04 shall be a “Lender” for all purposes under this Agreement, (iv) all calculations and payments of interest on the Loans shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time, and (v) each Lender’s share of the LC Exposure and obligation to ~~that effect dated~~ participate in Swing Line Loans on such date ~~and executed~~ shall automatically be deemed to equal such Lender’s Applicable Percentage of the LC Exposure (such Applicable Percentage for such Lender to be determined as of such Extension Effective Date in accordance with its Commitment on such date as a percentage of the Commitments on such date) or the Swing Line Lenders, as applicable, without further action by ~~a Responsible Officer~~any party. (e) ~~Notwithstanding~~ If as a result of any ~~provision of this Agreement to the contrary, it is hereby agreed that no~~ extension of ~~an Existing~~ the Maturity Date in accordance with this Section 2.04 there is more than one Maturity Date in effect at any time, the ~~express terms of this Section, or any amendment or modification of the terms~~ Borrowers and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent ~~and the Consenting Lenders~~ may ~~enter into an amendment~~ make such amendments to this Agreement ~~to effect such modifications~~ as may be necessary to ~~reflect~~ ensure the ~~terms of any Maturity Date Extension Request that has become effective~~ pro rata treatment in accordance with ~~the provisions~~ Section 2.18(c) in respect of ~~this Section~~all Borrowings and Loans hereunder.

Appears in 2 contracts

Samples: Credit Agreement (Williams Companies, Inc.), Credit Agreement (Williams Companies Inc)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section.~~ Section 2.21; provided that (i) no Event of Default shall have occurred and be continuing at the time a Maturity Extension Request is delivered to the Lenders or at the time of the applicable extension, (ii) except as to interest rates, fees, amortization and final maturity (which shall be subject to the requirements of this Section 2.21, be determined by the Borrower and set forth in the relevant Maturity Date Extension Request), the Commitments and/or Loans extended pursuant to a Maturity Date Extension Request shall have the same terms as the original Commitments and/or Loans subject to such Maturity Date Extension Request (except for modification to such terms that do not become effective until after the Latest Maturity Date), (iii) the weighted average life to maturity of any extended Term Loan shall not be shorter than the remaining weighted average life to maturity of the Term Loans extended thereby and (iv) no tranche of extended Commitments and/or Loans shall be in an amount less than $60,000,000, unless this requirement is waived by the Administrative Agent. (b) Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ then Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right but not the ~~obligation,~~ obligation to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (de) of this ~~Section~~Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (bc) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution reasonably satisfactory to the Administrative Agent (provided that the consent of the Administrative Agent shall not be required if such other financial institution is an Affiliate of a Lender or an Approved Fund) and, if such Declining Lender is a Revolving Lender, each Issuing Bank, that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such ~~replacement~~replacement (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance); provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to obtain a replacement Lender; provided further that (i) the applicable assignee shall have agreed to provide the Commitment and/or Loans so assigned on the terms set forth in such Maturity Date Extension Request and (ii) all obligations of the Borrower owing to the Declining Lender relating to the Commitments and/or Loans so assigned (including all accrued interest, fees and all other amounts payable in respect thereof) shall be paid in full at no less than the market value thereof by the assignee to such Declining Lender concurrently with such assignment and assumption (with the Borrower paying to such Declining Lender the difference between the price so paid by the assignee and par). (cd) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the fifth Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the ~~aggregate~~ Aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure of all Revolving Lenders would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (bc) of this ~~Section~~Section 2.21, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (de) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (ef) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (fg) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21. In connection with such amendment, the Borrower shall, if requested by the Administrative Agent, deliver a customary opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such amendment, this Agreement as amended thereby and such of the other Loan Documents (if any) as may be amended thereby.

Appears in 2 contracts

Samples: Credit Agreement (Crown Castle International Corp), Credit Agreement (Crown Castle International Corp)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section; provided that, for the avoidance of doubt, each Lender may elect to agree or not agree, in its sole discretion, to an extension of a Maturity Date. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. For the avoidance of doubt, the obligation of any Issuing Bank to issue Letters of Credit under this Agreement shall not be extended beyond the Maturity Date applicable thereto without the consent of such Issuing Bank. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b~~2.19(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the fifth Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of ~~Credit~~ Credit, in each case, in the manner set forth in Section ~~2.04(i~~2.05(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of made by each Declining ~~Lender,~~ Lender to the Borrower to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of made by each Declining ~~Lender~~Lender to the Borrower, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in clauses (a) and (b) of Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrower. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.08(c) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section. (g) Notwithstanding anything to the contrary contained in this Section 2.22, unless the Administrative Agent shall agree otherwise, after giving effect to any transaction contemplated in this Section 2.22, there shall not be more than ten Classes of Loans or Commitments (including any revolving and term loan facilities) hereunder at any one time outstanding.

Appears in 2 contracts

Samples: Credit Agreement (Arconic Inc.), Credit Agreement (Arconic Rolled Products Corp)

Extension of Maturity Date. (a) The Lead Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21; provided that the Lead Borrower may not make more than two Maturity Date Extension Requests following the Fourth Restatement Effective Date. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~9.2(b) shall become effective prior to the ~~Latest~~ then-existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Lead Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Lead Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Lead Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Lead Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above by such date shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its ~~then~~ then-existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this ~~Section~~Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals pursuant to Section 9.2(b) (including those of the Required ~~Lenders)~~ Lenders having been obtained, if applicable), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become effective. (b) Notwithstanding the foregoing, the Lead Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or ~~other financial institution~~ any Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the second (2nd) Business Day prior to the Existing Maturity Date, the ~~Borrower~~ Borrowers shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.10, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding as of such date will not exceed the aggregate ~~Revolving~~ Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and ~~the~~ no Borrower shall ~~not~~ be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding would exceed the aggregate amount of the ~~Revolving~~ Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this ~~Section~~Section 2.21, terminate, and the ~~Borrower~~ Borrowers shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section 2.21 and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, the Borrowers shall prepay the proportionate part of the outstanding Revolving Loans and participations in LC Disbursements of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments~~; and~~. (~~iii~~d) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class The occurrence of each ~~Declining Lender,~~ Extension Effective Date shall be deemed to ~~the extent~~ constitute a representation and warranty by each Borrower on such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of Extension Effective Date that the conditions set forth in Section ~~4.02,~~ 4.2 have been satisfied on such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~9.2(b). (f) ~~The~~ Without the consent of any other Person, the Lead Borrower, the Administrative Agent and the Consenting Lenders (and, to the extent required pursuant to the proviso of Section 2.5(c), the applicable Issuing Banks) may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 2 contracts

Samples: Revolving Credit Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders and the Issuing Banks) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders and the Issuing Banks extend the Existing Maturity Date in accordance with this Section; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~10.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but~~ right to agree or not ~~the obligation, to~~ agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of ~~the~~ its Commitment ~~and/or Loans~~ and, if such Lender (or a designated Affiliate of such ~~Lender~~ Lender) is then serving as an Issuing Bank, its (or its designated Affiliate’s) Issuing Bank Sublimit, with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ (x) that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender and (y) that, in the case of any Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank, (I) the Issuing Bank Sublimit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.4(a), the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its Issuing Bank Sublimit will be the Maturity Date in respect of such Letter of Credit Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained, except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become ~~effective~~effective and (iv) in the case of any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its Issuing Bank Sublimit, or shall have agreed to extend the Existing Maturity Date with respect to less than the entire amount of its Issuing Bank Sublimit, such Issuing Bank shall not have the obligation to issue, amend, extend or increase Letters of Credit following the Extension Effective Date, if after giving effect to any such issuance, amendment, extension or increase, the Letter of Credit Usage attributable to Letters of Credit issued by such Issuing Bank that have a stated expiration date after the date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its Issuing Bank Sublimit would exceed the extended portion (if any) of such Issuing Bank Sublimit. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, the Borrower shall prepay the proportionate part of the outstanding Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new ~~Revolving~~ Borrowings made simultaneously with such repayments by the Consenting Lenders, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section ~~4.02~~ 4.2 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~10.2(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 2 contracts

Samples: Revolving Credit and Guaranty Agreement (Dropbox, Inc.), Revolving Credit and Guaranty Agreement (Dropbox, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders and the Issuing Banks) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders and the Issuing Banks extend the Existing Maturity Date in accordance with this Section; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then-scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), (iii) specify the amount of Commitments of Consenting Lenders extended to such new Maturity Date required for effectiveness and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but~~ right to agree or not ~~the obligation, to~~ agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of ~~the~~ its Commitment ~~and/or Loans~~ and, if such Lender (or a designated Affiliate of such Lender) is then serving as an Issuing Bank, the LC Sublimit applicable to such Lender (or its designated Affiliate), with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (which shall be no shorter than three Business Days following the delivery of such request) (it being understood ~~and agreed~~ (x) that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender and (y) that, in the case of any Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank, (I) the LC Sublimit applicable to such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.19, the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its LC Sublimit will be the Maturity Date in respect of such LC Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained, except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become ~~effective~~effective and (iv) in the case of any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its LC Sublimit, or shall have agreed to extend the Existing Maturity Date with respect to less than the entire amount of its LC Sublimit, such Issuing Bank shall not have the obligation to issue, amend, extend or increase Letters of Credit following the Extension Effective Date, if after giving effect to any such issuance, amendment, extension or increase, the LC Exposure attributable to Letters of Credit issued by such Issuing Bank that have a stated expiration date after the date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its LC Sublimit would exceed the extended portion (if any) of such LC Sublimit. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.16 and ~~9.04~~Article 9, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such ~~Lender~~Xxxxxx’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, the Borrower shall prepay the proportionate part of the outstanding Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new ~~Revolving~~ Borrowings made simultaneously with such repayments by the Consenting Lenders, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied ~~(with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request)~~ and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrower. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.06(c) or Section ~~2.17(b) or 2.17(c~~2.15(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.9.02

Appears in 2 contracts

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

Extension of Maturity Date. ~~(a) The~~ Notwithstanding anything contained herein to the contrary, the Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy ~~thereof~~ to each of the Lenders) ~~not less than ten days (or such shorter~~ request that Lenders extend the Maturity Date as it applies to their respective Commitments for an additional period as ~~agreed~~ specified in such Maturity Date Extension Request on the terms provided for therein (which terms shall not include any change to by the ~~Administrative Agent)~~ Applicable Rate for the period prior to ~~the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend~~ the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) but may provide for fees payable to the extending Lenders prior thereto in ~~respect of that portion~~ consideration of their ~~Commitments and/or Loans extended~~ agreement to ~~such new~~ so extend the Maturity ~~Date~~ Date). Each Lender shall, by notice to the Borrower and the ~~time as of which such changes will become effective (which may be prior to~~ Administrative Agent in accordance with procedures and timing reasonably determined by the ~~Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected~~ Administrative Agent in ~~connection~~ consultation with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, ~~each applicable Lender shall have~~ advise the ~~right, but~~ Borrower and the Administrative Agent whether or not ~~the obligation, to agree~~ it agrees to the requested extension ~~of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein~~ (each Lender agreeing to ~~the Maturity Date Extension Request~~ a requested extension being ~~referred to herein as~~ called a “Consenting Lender” ”, and each Lender ~~not agreeing thereto~~ declining to agree to a requested extension being ~~referred to herein as~~ called a “Declining Lender”)~~, which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such~~ . Any Lender ~~with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent)~~ that has not ~~later than a day to be agreed upon by~~ so advised the Borrower and the Administrative Agent ~~following the date on which the Maturity Date Extension Request shall have been delivered~~ by ~~the Borrower (it being understood and agreed that any Lender that shall have failed to exercise~~ such ~~right as set forth above~~ day shall be deemed to have declined to agree to such extension and shall be a Declining Lender). ~~If a Lender elects~~ Notwithstanding anything contained herein to ~~extend only a portion of its then existing Commitment and/or Loans~~the contrary, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date ~~Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans~~ shall, as to the Consenting Lenders, and subject to such conditions as may be specified in such Maturity Date Extension Request, be extended to the date specified in such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension ~~Request and (iii) such other modifications and amendments hereto specified in the~~ Request. The decision to agree or withhold agreement to any Maturity Date Extension Request shall ~~(subject~~ be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any ~~required approvals~~ such extension (~~including those~~ such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the ~~Required Lenders) having been obtained) become effective. (b)~~ account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date. Notwithstanding the ~~foregoing~~foregoing provisions of this paragraph, the Borrower shall have the right, ~~in accordance with the provisions of Sections 2.18(b) and 9.04~~pursuant to Section 2.22, at any time prior to the Existing Maturity Date, to replace a Declining Lender ~~(for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend)~~ with a Lender or other financial institution that will agree to ~~such~~ the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting ~~Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement~~Lender. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (Janus Capital Group Inc), Revolving Credit Facility Agreement (Janus Capital Group Inc)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders and the Issuing Banks) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders and the Issuing Banks extend the Existing Maturity Date in accordance with this Section; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then-scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), (iii) specify the amount of Commitments of Consenting Lenders extended to such new Maturity Date required for effectiveness and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but~~ right to agree or not ~~the obligation, to~~ agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of ~~the~~ its Commitment ~~and/or Loans~~ and, if such Lender (or a designated Affiliate of such Lender) is then serving as an Issuing Bank, the LC Sublimit applicable to such Lender (or its designated Affiliate), with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (which shall be no shorter than three Business Days following the delivery of such request) (it being understood ~~and agreed~~ (x) that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender and (y) that, in the case of any Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank, (I) the LC Sublimit applicable to such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.19, the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its LC Sublimit will be the Maturity Date in respect of such LC Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained, except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become ~~effective~~effective and (iv) in the case of any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its LC Sublimit, or shall have agreed to extend the Existing Maturity Date with respect to less than the entire amount of its LC Sublimit, such Issuing Bank shall not have the obligation to issue, amend, extend or increase Letters of Credit following the Extension Effective Date, if after giving effect to any such issuance, amendment, extension or increase, the LC Exposure attributable to Letters of Credit issued by such Issuing Bank that have a stated expiration date after the date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its LC Sublimit would exceed the extended portion (if any) of such LC Sublimit. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.16 and ~~9.04~~Article 9, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, the Borrower shall prepay the proportionate part of the outstanding Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new ~~Revolving~~ Borrowings made simultaneously with such repayments by the Consenting Lenders, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied ~~(with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request)~~ and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrower. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.06(c) or Section ~~2.17(b) or 2.17(c~~2.15(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.9.02

Appears in 2 contracts

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

Extension of Maturity Date. (a) The Swiss Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section; provided that, for the avoidance of doubt, each Lender may elect to agree or not agree, in its sole discretion, to an extension of a Maturity Date. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Swiss Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Swiss Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Swiss Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Swiss Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Swiss Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b~~2.19(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the fifth Business Day prior to the Existing Maturity Date, the Swiss Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of ~~Credit~~ Credit, in each case, in the manner set forth in Section ~~2.04(i~~2.05(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Swiss Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Swiss Borrower shall repay all the Revolving Loans of made by each Declining ~~Lender,~~ Lender to such Borrower to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, ~~the~~ each Borrower shall repay all the Loans of such Class of made by each Declining ~~Lender~~Lender to such Borrower, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in clauses (a) and (b) of Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Swiss Borrower. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.08(c) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Swiss Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section. (g) Notwithstanding anything to the contrary contained in this Section 2.22, unless the Administrative Agent shall agree otherwise, after giving effect to any transaction contemplated in this Section 2.22, there shall not be more than twelve Classes of Loans or Commitments (including any revolving and term loan facilities) hereunder at any one time outstanding.

Appears in 2 contracts

Samples: Credit Agreement (Garrett Motion Inc.), Credit Agreement (Garrett Motion Inc.)

Appears in 2 contracts

Samples: Credit Agreement (Chemours Co), Credit Agreement (Chemours Co)

Appears in 2 contracts

Samples: Credit Agreement (Allegion PLC), Credit Agreement (Allegion PLC)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 45 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date ~~for the applicable Class~~ with respect to all or part of their respective Commitments ~~and/or Loans hereunder to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the ~~Existing~~ Maturity Date in accordance with this ~~Section~~Section 2.21. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) other than that of the Required Lenders shall become effective ~~prior to the Latest Maturity Date~~ unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the ~~Existing~~ Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If ~~Consenting~~ Lenders constituting the Required Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans held by them~~constituting a majority of the aggregate Commitments, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the ~~Existing~~ Maturity Date ~~of the applicable Commitments and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or~~ and Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals ~~(including~~ other than those of the Required ~~Lenders)~~ Lenders having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment ~~and/or Loans subject to a Maturity Date Extension Request~~ that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, : (i) the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of ~~each~~ such Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and hereunder (~~iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date~~accordingly, the ~~Borrower shall repay all the Loans~~ Commitment of ~~such Class of each Declining Lender~~any Consenting Lender shall, to the extent such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section, be permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the Loans ~~shall not have been so purchased, assigned and transferred~~of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts ~~owing~~ payable in respect thereof on or prior to the Existing Maturity Date); and (ii) the Borrower shall make such other prepayments of Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination and permanent reductions of the Commitments of Declining Lenders pursuant to clause (i) above, and all payments to such Declining ~~Lender hereunder~~Lenders, ~~it being understood and agreed that, subject to satisfaction of~~ the ~~conditions set forth in Section 4.02, such repayments may be funded with~~ aggregate Credit Exposures do not exceed the ~~proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders~~aggregate Commitments. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of ~~an Existing~~ the Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans and Letters of Credit of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.08(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The ~~Borrower,~~ Borrower and the Administrative Agent ~~and the Consenting Lenders~~ may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has been approved by the Required Lenders and become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 2 contracts

Samples: Credit Agreement (Blackstone Group L.P.), Credit Agreement (Blackstone Group L.P.)

Extension of Maturity Date. (a) ~~The Borrower may~~No earlier than 90 days prior and no later than 30 days prior to each anniversary of the Closing Date, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (which shall ~~promptly deliver~~ promptly, but in any event within three (3) Business Days after receipt of such notice, notify the Lenders and the Issuing Banks of such notice), the Borrowers may request an extension of the Maturity Date then in effect (an “Extension Request”) for an additional one-year period; provided that (i) no more than two of such one-year extensions shall be permitted hereunder and (ii) the terms and conditions applicable to any such extension of Commitments and Letter of Credit Commitments with respect to a ~~copy thereof~~ particular Lender or Issuing Bank shall be the same as those applicable to each other Lender or Issuing Bank. Within 20 days of delivery of such Extension Request, each Lender and each Issuing Bank shall notify the Administrative Agent and Borrowers whether or not it consents to such Extension Request (which consent may be given or withheld in such Lender’s or such Issuing Bank’s, as applicable, sole and absolute discretion). Any Non-Defaulting Lender with a then effective Commitment may consent to an Extension Request irrespective of whether such Lender previously had been a Declining Lender with respect to a previous Extension Request. The Administrative Agent shall promptly notify the Borrowers, the Lenders and the Issuing Banks of the Lenders’ and the Issuing Banks’ responses. (b) ~~not less than ten days~~ The Commitment of any Lender and the Letter of Credit Commitment of any Issuing Bank that declines or fails to respond to the Borrowers’ request for an extension of the Maturity Date within such time period (a “Declining Lender”) shall be terminated on the Maturity Date then in effect for such Lender or Issuing Bank, as applicable (without regard to any extension by other Lenders or Issuing Banks). On such ~~shorter period as~~ applicable Maturity Date, (i) the aggregate Commitments of all Lenders shall be reduced by the total Commitments of all Declining Lenders expiring on such Maturity Date, except to the extent one or more Eligible Assignees shall have agreed to by assume such Commitments with the ~~Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be~~ extended ~~(the “Existing Maturity Date”), request that the Lenders extend the Existing~~ Maturity Date in accordance with ~~this Section. Each Maturity Date Extension Request shall~~ Section 2.19(b) (~~i) specify the applicable Class of Commitments and/or Loans hereunder to be extended~~each, a “Replacement Lender”), and (ii) ~~specify~~ the ~~date~~ aggregate Letter of Credit Commitments of all Issuing Banks shall be reduced by the total Letter of Credit Commitments of all Declining Lenders expiring on such Maturity Date, except to ~~which~~ the ~~applicable~~ extent (x) one or more Extending Lenders or Replacement Lenders shall have agreed to assume such Letter of Credit Commitments and (y) such Extending Lender or Replacement Lender is an Issuing Bank on such Maturity Date. Each Borrower shall pay in full the unpaid principal amount of all Loans owing by it to each Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement and all other amounts due to such Declining Lender under this Agreement, including any breakage fees or costs that are payable pursuant to Section 2.16, on the Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended applicable to such ~~new Maturity Date and~~ Declining Lender or the ~~time as~~ earlier replacement of ~~which~~ such ~~changes will become effective (which may be prior~~ Declining Lender pursuant to ~~the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected~~ Section 2.19(b). Further, in connection with ~~such~~ each Maturity Date, each Borrower shall Cash Collateralize the LC Exposure for all outstanding Letters of Credit requested by it as and to the extent required pursuant to Sections 2.06(c) and 2.06(j)(iii). (c) So long as, and only if, the Required Lenders (calculated after giving effect to any replacements of Lenders permitted herein) have consented to the Extension Request and upon the satisfaction of the conditions precedent specified below in this clause (c), the Maturity Date shall be extended as to each Lender that agrees in its sole discretion pursuant to clause (a) above to extend its Commitment (each an “Extending Lender”) (irrespective of whether such Lender previously had been a Declining Lender), shall be extended to the Maturity Date specified in such Extension Request; provided that ~~no such changes or modifications requiring approvals pursuant~~ with respect to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable any previously Declining Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such who is an Extending Lender with respect to ~~which~~ a current Extension Request, by giving its consent, such Extending Lender ~~agrees~~ shall also be deemed to ~~the~~ have approved each prior extension of the Maturity ~~Date~~Date as to which it was a Declining Lender. Upon satisfaction of the conditions precedent provided in the next sentence, ~~delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and~~ the Administrative Agent ~~following~~ and the ~~date on which~~ Borrowers shall promptly confirm to the Lenders and the Issuing Banks any extension of the Maturity Date ~~Extension Request shall have been delivered by~~ pursuant to this Section 2.04, specifying the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect date of such ~~extended portion and a Declining Lender in respect~~ satisfaction of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof conditions precedent (the “Extension Effective Date”) and the extended Maturity Date with respect to the Extending Lenders. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Effective Date signed by a Responsible Officer of such Borrower certifying that, as of the Extension Effective Date, (i) before and after giving effect to such extension, the representations and warranties set forth in this Agreement are true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as written, including the materiality qualifier) on and as of such date (other than those representations and warranties that expressly relate to a specific earlier date, which are true and correct in all material respects as of such earlier date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as of such earlier date as written, including the materiality qualifier)) and (ii) before and after giving effect to such extension, no Default or Event of Default has occurred and is continuing. (d) If the Maturity Date is extended in accordance with this Section, (i) the ~~Existing Maturity Date of~~ Administrative Agent shall record in the ~~applicable Commitments and/or Loans shall,~~ Register any Replacement Lender’s information as provided pursuant to an Administrative Questionnaire that shall be executed and delivered by such Replacement Lender to the ~~Consenting Lenders, be extended to~~ Administrative Agent on or before such ~~date as shall be specified therein~~Extension Effective Date, (ii) ~~the terms~~ Schedule 2.01 hereof shall be amended and ~~conditions of the applicable Commitments and/or Loans of the Consenting~~ restated to set forth all Revolving Lenders (including ~~interest~~ any Replacement Lenders) and ~~fees~~ Issuing Banks that will be Revolving Lenders and Issuing Banks hereunder (~~including~~ and their respective Commitments and Letter of Credit ~~fees~~Commitments) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) extensions and the Administrative Agent shall ~~have received~~ distribute to each Lender (including each Replacement Lender) and each Issuing Bank a ~~certificate~~ copy of such amended and restated Schedule 2.01, (iii) each Replacement Lender that complies with the provisions of this Section 2.04 shall be a “Lender” for all purposes under this Agreement, (iv) all calculations and payments of interest on the Loans shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time, and (v) each Lender’s share of the LC Exposure and obligation to ~~that effect dated~~ participate in Swing Line Loans on such date ~~and executed~~ shall automatically be deemed to equal such Lender’s Applicable Percentage of the LC Exposure (such Applicable Percentage for such Lender to be determined as of such Extension Effective Date in accordance with its Commitment on such date as a percentage of the Commitments on such date) or the Swing Line Lenders, as applicable, without further action by ~~a Responsible Officer~~any party. (e) ~~Notwithstanding~~ If as a result of any ~~provision of this Agreement to the contrary, it is hereby agreed that no~~ extension of ~~an Existing~~ the Maturity Date in accordance with this Section 2.04 there is more than one Maturity Date in effect at any time, the ~~express terms of this Section, or any amendment or modification of the terms~~ Borrowers and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent ~~and the Consenting Lenders~~ may ~~enter into an amendment~~ make such amendments to this Agreement ~~to effect such modifications~~ as may be necessary to ~~reflect~~ ensure the ~~terms of any Maturity Date Extension Request that has become effective~~ pro rata treatment in accordance with ~~the provisions~~ Section 2.18(c) in respect of ~~this Section~~all Borrowings and Loans hereunder.

Appears in 2 contracts

Samples: Amendment No. 2 and Extension Agreement (Williams Companies Inc), Amendment No. 2 and Extension Agreement (Transcontinental Gas Pipe Line Company, LLC)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (~~which~~ who shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Final Maturity Date for the applicable Class of ~~Commitments and/or~~ Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall specify (i) ~~specify~~ the applicable Class of ~~Commitments and/or~~ Loans hereunder to be extended, (ii) ~~specify~~ the date to which the applicable Final Maturity Date is sought to be extended, (iii) ~~specify~~ the changes, if any, to the Applicable ~~Rate~~ Margin to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their ~~Commitments and/or~~ Loans extended to such new Final Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) ~~specify~~ any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to in Section ~~9.02(b~~12.02(a) shall become effective prior to the ~~Latest~~ then Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender of the applicable ~~Lender~~ Class shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date for such Class and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum principal amount of the ~~Commitment and/or~~ Loans of such Class of such Lender with respect to which such Lender agrees to the extension of the Final Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Loans of the applicable Class, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its ~~Commitment and/or Loans~~Loans of such Class, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of ~~Commitments and/or~~ Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable ~~Commitments and/or~~ Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable ~~Commitments and/or~~ Loans of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b~~2.12(b) and ~~9.04~~12.07, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or~~ Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the ~~Commitment and/or~~ Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in ~~Section 4.02~~ Sections 5.01(b) and 5.01(c) shall be satisfied (with all references in such ~~Section~~ Sections to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by ~~a Responsible~~ an Authorized Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate ~~the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or~~ any ~~other~~ provision of this Agreement requiring ~~the ratable reduction of Commitments or~~ the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~12.02(a). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section. (g) To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (A) customary legal opinions addressed to the Administrative Agent, the Collateral Agent and the Lenders, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Security Documents (including modifications to the Mortgages), as may be reasonably requested by the Administrative Agent in order to ensure that the enforceability of the Security Documents and the perfection and priority of the Liens thereunder are preserved and maintained

Appears in 2 contracts

Samples: First Lien Credit Agreement (Gannett Co., Inc.), Credit Agreement (Gannett Co., Inc.)

Extension of Maturity Date. (a) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for~~ notify the applicable Class of ~~Commitments and/or~~ Lenders), request one or more extensions of the maturity date applicable to the maturity date applicable to the Term Loans ~~hereunder~~ or New Term Loans, as applicable, of a given Class (each, an “Existing Term Loan Tranche”) then in effect (such existing maturity date applicable to ~~be extended (~~any Class of Term Loans or New Term Loans being the “Existing Term Loan Maturity Date”~~), request that the Lenders extend the Existing Maturity Date~~ ) to a date specified in ~~accordance with this Section~~such notice. ~~Each Maturity Date Extension Request shall~~ Within 15 Business Days of delivery of such notice (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein period as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent ~~following~~ shall mutually agree upon), each applicable Term Lender or New Term Lender, as the ~~date on~~ case may be, shall notify the Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Term Lender’s or New Term Lender’s, as applicable, sole and absolute discretion). Any Term Lender or New Term Lender, as applicable, not responding within the ~~Maturity Date Extension Request~~ above time period shall be deemed not to have ~~been delivered by~~ consented to such extension. The Administrative Agent shall promptly notify the Borrower and the applicable Term Lenders and/or the New Term Lenders of such Term Lenders’ or the New Term Lenders’ responses, as applicable. (b) The maturity date applicable to any Class of Term Loans or New Term Loans, as applicable, shall be extended (such Term Loans so extended, the “Extended Term Loans”) only with respect to such Existing Term Loan Tranche, as applicable, held by such Term Lenders or New Term Lenders, as applicable, that have consented thereto (the Term Lenders or New Term Lenders providing term loans, as applicable, that so consent being the “Extending Term Lenders” and the Term Lenders or New Term Lenders providing term loans, as applicable, that declined being the “Non-Extending Term Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right~~ that, except for the consents of Extending Term Lenders, as ~~set forth above~~ applicable, no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, the scheduled maturity date with respect to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect the Term Loans or New Term Loans of the ~~remaining portion of its Commitment and/or Loans~~relevant Class held by the Extending Term Lenders shall be extended to the date specified in the notice referred to in Section 2.16(a) above, ~~and~~ which shall become the ~~aggregate principal amount of each Type of Loans~~ new maturity date of the applicable Class of Term Loans or New Term Loans (such ~~Lender~~ maturity date for the Term Loans or New Term Loans, as applicable, so affected, the “Extended Term Loan Maturity Date”). The Administrative Agent shall ~~be allocated ratably among~~ promptly confirm to the ~~extended~~ applicable Extending Term Lenders and ~~non~~Non-~~extended portions of the Loans of~~ Extending Term Lenders such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by themextension, ~~then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as~~ specifying the effective date ~~thereof~~ of such extension (the “Term Loan Extension Effective Date”), the Existing Term Loan Maturity Date applicable to the Non-Extending Term Lenders, and the Extended Term Loan Maturity Date (after giving effect to such extension) applicable to the Extending Term Lenders. The proposed terms of the Extended Term Loans to be established shall (x) be identical as offered to each Lender under the applicable tranche of Term Loan and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Term Loans hereunder (including Refinancing Term Loans and Extended Term Loans) which have more than five (5) different maturity dates; (ii) the Effective 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 the Effective Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the final maturity date of the Term Loans held by the Non-Extending Term Lenders that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche from which they were amended) are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Term Loan Extension Effective Date, signed by a Senior Officer of the Borrower certifying that, before and after giving effect to such extension, the representations and warranties contained in Article 8 made by it that are qualified by materiality shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case on and as of the Term Loan Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date, and no Default or Event of Default exists or will exist as of the Term Loan Extension Effective Date. (c) Notwithstanding anything to the contrary herein, (i) the ~~Existing Maturity Date of~~ Borrower and/or the ~~applicable Commitments and/or Loans shall~~Extending Term Lenders shall have the right to appoint successor syndication agents or co-documentation agents, as in each case, to replace any such person that does not consent to continue its respective obligations and duties under the ~~Consenting Lenders, be extended to such date as shall be specified therein,~~ Credit Documents in connection with an extension under this Section 2.16 and (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right~~, in accordance with the provisions of Sections 2.18(b) and 9.04~~, at any time prior to the Existing Term Loan Maturity Date, at the Borrower’s sole expense and effort, upon notice to ~~replace~~ such Non-Extending Term Lender, and the Administrative Agent, to require each such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 14.07), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a ~~Declining~~ Lender accepts such assignment), provided that (~~for~~ w) the ~~avoidance~~ Borrower shall have received the prior written consent of ~~doubt~~the Administrative Agent, ~~only in respect~~ which consent(s) shall not unreasonably be withheld or delayed, (x) each Non-Extending Term Lender shall have received payment of ~~that portion~~ an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such ~~Lender’s Commitment and/or Loans subject~~ outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (y) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 14.07(b), and (z) in no event shall the Borrower be entitled to exercise its replacement right under this subclause (c) with respect to a ~~Maturity Date Extension Request~~ Non-Extending Term Lender that ~~it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any~~ is also acting as the Administrative Agent. Any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining an Extending Term Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the ~~foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date~~terms of section 14.01, the ~~conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request)~~ Borrower and the Administrative Agent shall ~~have received a certificate to that effect dated such date and executed by a Responsible Officer.~~ be entitled (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require without the consent of ~~all~~ any other Lenders ~~or all affected Lenders~~ except to the extent required under ~~Section 9.02(b).~~ subsection (fc) ~~The Borrower,~~ above) to enter into any amendments (an “Extension Amendment”) to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of the maturity date and ~~the Consenting Lenders may enter into an amendment~~ other amendments applicable to any Class of Term Loans or New Term Loans pursuant to this ~~Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section~~Section 2.16.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (MRC Global Inc.), Refinancing Amendment and Incremental Joinder Agreement (MRC Global Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 45 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date ~~for the applicable Class~~ with respect to all or part of their respective Commitments ~~and/or Loans hereunder to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the ~~Existing~~ Maturity Date in accordance with this ~~Section~~Section 2.21. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) other than that of the Required Lenders shall become effective ~~prior to the Latest Maturity Date~~ unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the ~~Existing~~ Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If ~~Consenting~~ Lenders constituting the Required Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans held by them~~constituting a majority of the aggregate Commitments, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the ~~Existing~~ Maturity Date ~~of the applicable Commitments and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or~~ and Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals ~~(including~~ other than those of the Required ~~Lenders)~~ Lenders having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment ~~and/or Loans subject to a Maturity Date Extension Request~~ that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, : (i) the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of ~~each~~ such Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and hereunder (~~iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date~~accordingly, the ~~Borrower shall repay all the Loans~~ Commitment of ~~such Class of each Declining Lender~~any Consenting Lender shall, to the extent such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section, be permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the Loans ~~shall not have been so purchased, assigned and transferred~~of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts ~~owing~~ payable in respect thereof on or prior to the Existing Maturity Date); and (ii) the Borrower shall make such other prepayments of Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination and permanent reductions of the Commitments of Declining Lenders pursuant to clause (i) above, and all payments to such Declining ~~Lender hereunder~~Lenders, ~~it being understood and agreed that, subject to satisfaction of~~ the ~~conditions set forth in Section 4.02, such repayments may be funded with~~ aggregate Credit Exposures do not exceed the ~~proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders~~aggregate Commitments. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of ~~an Existing~~ the Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans and Letters of Credit of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.08(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) Notwithstanding the foregoing, in the case of any Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank, (i) the Issuing Bank Limit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitment unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in a written notice to the Borrower and (ii) no Issuing Bank that is a Declining Lender shall be required to issue, amend or extend a Letter of Credit such that such Letter of Credit expires later than five Business Days prior to the Existing Maturity Date. (g) The ~~Borrower,~~ Borrower and the Administrative Agent ~~and the Consenting Lenders~~ may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has been approved by the Required Lenders and become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 2 contracts

Samples: Credit Agreement (Blackstone Inc.), Credit Agreement (Blackstone Group Inc)

Extension of Maturity Date. (a) ~~The~~ From and after the Funding Date, the Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders of the applicable Class of Loans) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date ~~for the applicable~~ with respect to any Class of ~~Commitments and/or~~ Loans hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders of such Class of Loans extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.23. Each Maturity Date Extension Request shall (i) specify the applicable Class of ~~Commitments and/or~~ Loans ~~hereunder to be extended, (ii) specify~~ and the date to which the applicable Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their ~~Commitments and/or~~ Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension ~~Request;~~ Request (including in respect of amortization), provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) shall become effective prior to the ~~Latest~~ Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the ~~Commitment and/or~~ Loans of such Lender with respect to which such Lender agrees to the extension of the Existing Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or~~ Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its ~~Commitment and/or~~ Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of ~~Commitments and/or~~ Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable ~~Commitments and/or~~ Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable Commitments and/or~~ Loans of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.20 and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or~~ Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the ~~Commitment and/or~~ Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder~~: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments~~, ~~not later than~~ on the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder. For the avoidance of doubt, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely any amortization in respect of ~~a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all~~ the Loans of ~~such Class of each~~ a Declining ~~Lender,~~ Lender shall continue to be payable pursuant to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction terms of ~~the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders~~this Agreement. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.23, or any amendment or modification of the terms and conditions of ~~the Commitments and~~ the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.09(c) or Section ~~2.17(b~~2.19(b) or ~~2.17(c~~2.19(c) or any other provision of this Agreement requiring ~~the ratable reduction of Commitments or~~ the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.23.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Newmont Mining Corp /De/)

Extension of Maturity Date. (a) The Parent Borrower may, not later than the date that is six months prior to the Maturity Date, by ~~delivery of a Maturity Date Extension Request~~ written notice to the Administrative Agent ~~(which shall promptly deliver a copy thereof to each of~~ and the Lenders~~) not less than ten days (or such shorter period as agreed to by~~ , request that the ~~Administrative Agent) prior to the then existing~~ Maturity Date ~~for~~ (such date being referred to hereinafter as the ~~applicable Class of Commitments and/or Loans hereunder to~~ "Initial Maturity Date") be extended (the ~~“Existing~~ "Maturity Date Extension") to be the date that is two years after the Initial Maturity Date (such date being referred to herein as the "Extended Maturity Date”")~~, request that~~ . Such notice shall offer each Lender the ~~Lenders~~ opportunity to extend the ~~Existing~~ maturity of its Commitment to the Extended Maturity ~~Date in accordance with this Section~~Date. Each ~~Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended~~Lender shall, ~~(ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any,~~ by notice to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date Parent Borrower and the ~~time as of which such changes will become effective (which may be~~ Administrative Agent given not less than 30 days prior to the ~~Existing~~ Initial Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, ~~each applicable Lender shall have the right, but not the obligation, to~~ either agree to extend the ~~extension~~ maturity of ~~the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein~~ its Commitment (each Lender so agreeing to extend the ~~Maturity Date Extension Request~~ maturity of its Commitment being referred to herein as a “"Consenting Lender” ") or decline to extend the maturity of its Commitment (and ~~each~~ any Lender that does not ~~agreeing thereto~~ deliver such a notice within such period shall be deemed to have declined to extend the maturity of its Commitment)(each Lender so declining or deemed to have declined being referred to herein as a ~~“Declining~~ "Non-Consenting Lender”"). In the event that, on the 30th day prior to the Initial Maturity Date, less than 100% of the Lenders have agreed pursuant to the preceding sentence to extend the maturity of their Commitments, then during the period prior to the Initial Maturity Date, the Parent Borrower may either (x) elect to continue this Agreement at a reduced size with the Consenting Lenders or (y) arrange for one or more banks or other financial institutions (any such bank or other financial institution being referred to herein as an "Extending Lender"), which ~~right~~ may ~~be exercised by written notice thereof~~(but need not) include any Lender, ~~specifying~~ to extend Commitments (to become effective on the ~~maximum~~ Initial Maturity Date) in an aggregate amount equal to the amount of the ~~Commitment and/or Loans of such~~ total Commitments held by the Non-Consenting Lenders; provided that (i) each Extending Lender, if not already a Lender ~~with respect to which such Lender agrees~~ hereunder, shall be subject to the ~~extension~~ approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (ii) the Borrowers, the Account Parties and each Extending Lender shall execute all such documentation as the Administrative Agent shall reasonably request to evidence such Extending Lender's Commitment and its status as a Lender. New Commitments created pursuant to this paragraph shall become effective on the Initial Maturity Date, ~~delivered~~ provided that the conditions to ~~the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which~~ the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender)are satisfied. If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Maturity Date Extension and the new Commitments of any Extending Lenders shall not become effective unless, on a date selected by the Parent Borrower ~~shall have~~ by notice to the ~~right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time~~ Administrative Agent that is within five Business Days prior to the ~~Existing~~ Initial Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect each of the ~~Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder:~~ following conditions are satisfied: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect~~ the total amount of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders ~~extended pursuant~~ and new Commitments of the Extending Lenders exceeds 50% of the Commitments in effect prior to ~~this Section (~~giving effect to the termination of the Commitments of the Non-Consenting Lenders and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount effectiveness of the ~~Revolving~~ new Commitments ~~so extended);~~ of the Extending Lenders; (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect~~ the representations and warranties of the ~~Revolving Commitments, on~~ Loan Parties set forth in the ~~Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate,~~ Loan Documents shall be true and ~~the Borrower~~ correct and no Default shall ~~repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not~~ have ~~been so purchased, assigned~~ occurred and ~~transferred~~be continuing, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans as of such ~~Class of each Declining Lender~~date, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a ~~certificate to that effect~~ certificate, dated such date and ~~executed~~ signed by the President, a ~~Responsible Officer~~Vice President or a Financial Officer of the Parent Borrower, to such effect; and (iii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.01 (or, with respect to a Borrowing Subsidiary, clauses (a) and (b) of Section 4.03) as to the corporate power and authority of the Borrowers and the Account Parties to borrow hereunder after giving effect to the Maturity Date Extension. (eb) ~~Notwithstanding any provision~~ In the event that the Maturity Date Extension becomes effective in accordance with paragraph (a) of this ~~Agreement~~ Section, on the Initial Maturity Date (i) the Commitments of the Non-Consenting Lenders shall terminate, each Non-Consenting Lender shall be released from its participation obligations in respect of any outstanding Letters of Credit or Swingline Loans and each Borrower or each Account Party, as applicable, shall pay to the ~~contrary~~Administrative Agent, ~~it is hereby agreed that no extension~~ for distribution to the Non-Consenting Lenders, the outstanding principal of ~~an Existing Maturity Date~~ their respective Loans and all accrued and unpaid interest thereon and all accrued fees and other amounts then owing to the Non-Consenting Lenders hereunder, (ii) the new Commitments of the Extending Lenders, if any, shall become effective, (iii) the participation obligations hereunder in respect of any outstanding Letters of Credit or Swingline Loans shall be reallocated in accordance with the ~~express terms~~ Commitments in effect after giving effect to the foregoing clauses and (iv) if there are any Loans then outstanding from Consenting Lenders and any new Commitments of ~~this Section, or any amendment or modification of~~ Extending Lenders have become effective (with the ~~terms and conditions of the Commitments and~~ result that the Loans of comprising each Borrowing are not held by the Consenting Lenders ~~effected pursuant thereto~~and Extending Lenders pro rata in accordance with their Commitments), the Borrowers shall give a notice of optional prepayment hereunder in respect of all such outstanding Loans and may (but shall not be required to) give a Borrowing Request hereunder to fund such prepayment. (c) Concurrently with and following the effectiveness of the Maturity Date Extension, the term "Maturity Date", as such term is used herein (except to the extent such term is used in this Section) or under any other Loan Document, shall be deemed to ~~(i) violate~~ mean the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)Extended Maturity Date. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Credit Agreement (J C Penney Co Inc)

Extension of Maturity Date. (a) The Parent Borrower may, by delivery of a written request (a “Maturity Date Extension ~~Request~~ Request”) to the Administrative Agent (which shall promptly deliver a copy ~~thereof~~ to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the ~~Existing~~ Maturity Date; provided that such request shall be made to all Lenders having the same Maturity Date ~~in accordance with this Section~~on the same terms. ~~Each~~ Such Maturity Date Extension Request shall set forth (iA) ~~specify~~ any changes to interest rate margins, fees or other pricing that will apply to the ~~applicable Class~~ extensions of ~~Commitments and/or Loans hereunder~~ credit by Lenders that elect to ~~be extended, (ii) specify the date~~ agree to ~~which the applicable~~ such Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective Extension Request (which may be ~~prior~~ higher or lower than those that apply before giving effect to ~~the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with~~ such Maturity Date Extension Request~~; provided~~ ) and (B) any covenants or other terms that ~~no such changes or modifications requiring approvals pursuant~~ will apply solely to any period after the ~~provisos to Section 9.02(b) shall become effective prior to the Latest~~ latest Maturity Date ~~unless~~ (if any) applicable to any Lenders that have a Maturity Date earlier than the Maturity Date that will apply to Lenders that elect to agree to such ~~other approvals have been obtained~~Maturity Date Extension Request. In Other than the ~~event a~~ extended Maturity Date and the changes described in clauses (A) and (B) of the immediately preceding sentence, the terms applicable to Lenders that elect to agree to such Maturity Date Extension Request shall ~~have been delivered~~ be identical to those that applied before giving effect thereto. (b) Each Lender shall, by notice to the Parent Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Maturity Date Extension Request (or such other date as the Parent Borrower and the Administrative Agent may agree; such date, ~~each applicable Lender shall have~~ the ~~right~~“Extension Date”), ~~but~~ advise the Parent Borrower whether or not ~~the obligation, to agree~~ it agrees to the requested extension ~~of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein~~ (each Lender agreeing to ~~the Maturity Date Extension Request~~ a requested extension being ~~referred to herein as~~ called a “Consenting Lender” ”, and each Lender ~~not agreeing thereto~~ declining to agree to a requested extension being ~~referred to herein as~~ called a “Declining Lender”)~~, which right may be exercised by written notice thereof, specifying~~ . Any Lender that has not so advised the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Parent Borrower and the Administrative Agent ~~following the date on which the Maturity~~ by such Extension Date ~~Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above~~ shall be deemed to have declined to agree to such extension and shall be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such . (c) The Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to ~~such date as shall be specified therein, (ii)~~ the ~~terms and conditions~~ first anniversary of ~~the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in~~ the Maturity Date ~~Extension Request and (iii) such other modifications and amendments hereto specified~~ theretofore in ~~the~~ effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall ~~(subject~~ be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Parent Borrower shall also make such other prepayments of Loans pursuant to Section 2.10 as shall be required ~~approvals (including those~~ in order that, after giving effect to the termination of the ~~Required Lenders) having been obtained) become effective~~Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Revolving Credit Exposures would not exceed the Line Cap. (bd) Notwithstanding the ~~foregoing~~foregoing provisions of this Section 2.23, the Parent Borrower shall have the right, ~~in accordance with the provisions of Sections~~ pursuant to Section 2.18(b~~) and 9.04~~), at any time prior to the Existing Maturity Date, to replace a Declining Lender ~~(for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend)~~ with a ~~Lender~~ bank or other financial institution that will agree to ~~such~~ the applicable Maturity Date Extension ~~Request~~Request (provided that each such bank or other financial institution, if not already a Lender (or an Affiliate of a Lender) hereunder, shall be subject to the approval of the Administrative Agent (not to be unreasonably withheld)), and any such replacement Lender shall for all purposes constitute a Consenting ~~Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement~~Lender. (ce) ~~If a~~ Notwithstanding the foregoing provisions of this Section 2.23, no extension of the Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request 2.23 shall become effective ~~hereunder~~ unless, on or promptly following the Extension ~~Effective~~ Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such ~~Maturity Date Extension Request~~extension) and the Administrative Agent shall have received a certificate to that effect dated ~~such date~~ the Extension Date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification Financial Officer of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)Parent Borrower. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Credit Agreement (J C Penney Co Inc)

Extension of Maturity Date. (a) ~~The~~ Each Borrower may, ~~by delivery of~~ upon notice (a “Maturity Date Extension ~~Request~~ Request”) to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each~~ notify the Lenders or New Lenders under the applicable Facility), request one or more extensions of ~~the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing~~ any Revolver Termination Date, Term Maturity Date or the maturity date for any Additional Facility or Replacement Facility, in each case applicable to any Facility under which it is a Borrower (the Revolver Termination Date, Term Maturity Date or maturity date for such Additional Facility or Replacement Facility applicable ~~Class of Commitments and/or Loans hereunder~~ to ~~be extended (~~such Facility, the “Existing Maturity Date”)~~, request that the Lenders extend the Existing Maturity Date in accordance with this Section~~. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which ~~the applicable~~ such Existing Maturity Date is sought to be ~~extended~~extended (the “New Maturity Date”), (~~iii~~ii) specify the changes, if any, to the ~~Applicable Rate to be applied in determining the~~ interest ~~payable on the Loans of~~rates, floors and margins, commitment and other fees payable ~~hereunder to,~~ to Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or~~ and Loans extended to such ~~new~~ New Maturity Date and the time as of which such changes will become ~~effective (~~effective, which may be prior to the Existing Maturity Date) , and (iviii) specify any other amendments or modifications to this Agreement or the other Loan Documents to be effected in connection with such ~~Maturity Date Extension Request~~extension; provided that (A) no such ~~changes~~ amendments or modifications ~~requiring~~ under clause (iii) that would otherwise require approvals pursuant to ~~the provisos to~~ Section ~~9.02(b)~~ 12.1 shall become effective prior to the ~~Latest~~ then latest Revolver Termination Date (in the case of an extension of a Revolving Facility) or Term Maturity Date (in the case of an extension of a Term Facility), unless such other approvals have been obtained. , (B) the Obligations under any such Facility shall rank pari passu in right of payment with the other Loans and Commitments hereunder, (C) the Obligations under any such Facility shall not be guaranteed by any Person other than the Credit Parties that guaranteed the applicable Facility prior to such maturity extension and (D) such Facility shall be secured solely by the Collateral that secured the applicable Facility prior to such maturity extension and such Facility shall be subject to the CAM Exchange (and the holders of Indebtedness or commitments in respect of such Facility shall have become a party to the Re-Allocation Agreement by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Administrative Agent). (b) In the event a Maturity Date Extension Request shall have been delivered by ~~the~~ a Borrower, each Lender under the applicable ~~Lender~~ Facility shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated ~~thereby~~ by the Maturity Date Extension Request on the terms and subject to the conditions set forth therein (each Lender under the applicable Facility agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender under the applicable Facility not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or~~ or Loans of such Lender under the applicable Facility with respect to which such Lender agrees to the ~~extension of the~~ New Maturity Date, delivered to the applicable Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the applicable Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by ~~the~~ such Borrower (it being understood ~~and agreed~~ that any Lender under such Facility that shall have failed to exercise such right as set forth above by such date shall be deemed to be a Declining Lender). If a Lender under such Facility elects to extend only a portion of its then existing Commitment ~~and/or Loans~~or Loans under such Facility, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment ~~and/or Loans,~~ and ~~the aggregate principal amount of each Type of~~ Loans ~~of the applicable Class of~~ under such ~~Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended~~Facility. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or~~ and Loans under such Facility held by them, ~~then, subject to paragraph (d) of this Section,~~ then on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (iw) the Existing Maturity Date of the applicable Commitments ~~and/or~~ and Loans under such Facility shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (iix) the terms and conditions of the ~~applicable~~ Commitments ~~and/or~~ and Loans of the Consenting Lenders under such Facility (~~including~~ with respect to maturity, interest rates, floors and margins, commitment and other fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (~~iii~~y) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (become effective, subject to any required approvals under Section 12.1, except that any such other modifications and amendments that do not take effect until the then latest Revolver Termination Date (~~including those~~ in the case of an extension of a Revolving Facility) or Term Maturity Date (in the case of an extension of a Term Facility), shall not require the consent of any Lender other than the Consenting Lenders and (z) to the extent that such Facility is a Revolving Facility and any Commitments or Loans under such Facility are not extended (thereby resulting in an Extended Revolving Facility in respect of the ~~Required Lenders~~Commitments and Loans that are extended), (1) ~~having been obtained~~the borrowing and repayment (except for (A) ~~become effective~~payments of interest and fees at different rates on the Multicurrency Revolving Facility, any Additional Revolving Facility or any Replacement Revolving Facility (to the extent that they remain outstanding) and such new Extended Revolving Facility, (B) repayments required upon the Maturity Date of the Multicurrency Revolving Facility, any Additional Revolving Facility or any Replacement Revolving Facility (to the extent that they remain outstanding) and such new Extended Revolving Facility and (C) repayments made in connection with any permanent repayment and termination of commitments (subject to clause (3) below)) of Loans under any Extended Revolving Facility after the Extension Effective Date shall be made on a pro rata basis between the Multicurrency Revolving Facility, any Additional Revolving Facility and any other Replacement Revolving Facility (to the extent they remain outstanding) and the new Extended Revolving Facility, (2) any swing line loans made, or letters of credit issued, as applicable, under any Revolving Facility after the Extension Effective Date shall be made or issued to the extent reasonably practicable on a pro rata basis between the Multicurrency Revolving Facility, any Additional Revolving Facility and any Replacement Revolving Facility (to the extent that they remain outstanding) and the new Extended Revolving Facility and (3) the permanent repayment of Loans with respect to, and termination of commitments under, such new Extended Revolving Facility shall be made on a pro rata basis between the Multicurrency Revolving Facility, any Additional Revolving Facility and any Replacement Revolving Facility (to the extent that they remain outstanding) and the new Extended Revolving Facility, except that the Borrower under such new Extended Revolving Facility shall be permitted to permanently repay and terminate commitments under such new Extended Revolving Facility on a greater than pro rata basis than any other Revolving Facility that has a later Maturity Date than such Extended Revolving Facility either on the Extension Effective Date or on the date that such Revolving Facility is subsequently incurred after such Extension Effective Date. (bc) Notwithstanding anything herein to the ~~foregoing~~contrary, ~~the Borrower~~ Borrowers shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 3.7 and ~~9.04~~12.8, at any time prior to the Existing Maturity Date, to replace a Declining Lender (~~for the avoidance of doubt,~~ only in respect of that portion of such Lender’s ~~Commitment and/or~~ Commitments and Loans subject to a Maturity Date Extension Request that it such Lender has not agreed to extend) with a Lender or ~~other financial institution~~ any Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ and Loan assigned to and assumed by it on and after the effective time of such replacement. (cd) If a Maturity Date Extension Request has become effective ~~hereunder: (i) solely in~~ hereunder with respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving CommitmentsFacility, on the Existing Maturity Date, the ~~Revolving~~ Commitment and Loans of each Declining Lender under such Facility shall, to the extent not assumed, assigned or transferred as provided in ~~paragraph (b) of this Section~~Section 2.14(b), terminate, and the ~~Borrower~~ Borrowers under such Facility shall repay all the ~~Revolving~~ Loans of each Declining ~~Lender~~Lender under such Facility, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) ~~Notwithstanding~~ This Section 2.14 shall supersede any provision ~~of this Agreement~~ to the ~~contrary~~contrary in this Agreement, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of including Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)12.1. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Credit Agreement (Ball Corp)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten days~~ forty-five (~~or such shorter period as agreed to by the Administrative Agent~~45) days, and not more than seventy-five (75) days, prior to the then existing Maturity Date ~~for the applicable Class of Commitments and/or Loans hereunder to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.23; provided however that (i) the Borrower shall not be permitted to submit more than two (2) Maturity Date Extension Requests during the term of this Agreement and (ii) no such Maturity Date Extension Request shall be effective unless (x) the total Commitments of the Consenting Lenders (as defined below) and the total Commitments of the Replacement Lenders (as defined below) shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the applicable Existing Maturity Date and (y) the Issuing Banks have consented thereto. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be ~~extended~~extended (which shall in no event be later than the date that is one year after the Existing Maturity Date), (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a ~~day~~ date (a “Response Date”) to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that (x) any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining ~~Lender~~Lender and (y) any Response Date shall be no earlier than fourteen (14) days after the applicable Maturity Date Extension Request has been delivered to the Lenders). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.19 and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender, or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) (any such Lender or other financial ~~institution~~ institution, a “Replacement Lender”), that will agree to such Maturity Date Extension Request, and any such ~~replacement~~ Replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the fifth (5th) Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i~~2.11 or Section 2.06(j), as applicable, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding as of such date will not exceed the aggregate ~~Revolving~~ Commitments of the Consenting Lenders extended pursuant to this Section 2.23 (and the Borrower shall not be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding would exceed the aggregate amount of the ~~Revolving~~ Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all of the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section, be permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the outstanding Revolving Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, (i) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer and (ii) the Administrative Agent shall have received customary corporate authorization documents (including an opinion of counsel as to due authorization and enforceability) to the extent reasonably required by the Administrative Agent. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.23, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Revolving Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.09(c) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~(d) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing or making of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.23.

Appears in 1 contract

Samples: Credit Agreement (Intuit Inc)

Extension of Maturity Date. (a) ~~The Borrower may~~Each Lender (including each Replacement Lender) that is party to this Amendment (each, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the an “~~Existing Maturity Date~~Extending Lender”), ~~request~~ agrees that the ~~Lenders extend~~ maturity date of its applicable Revolving Commitments (including all the Assigned Commitments (as defined below) of any Replacement Lender) and of any applicable Revolving Loans held by it (including, in the case of each Replacement Lender, any Revolving Loans acquired pursuant to assignment as contemplated by Section 1(c) hereof) shall be extended to the Extended Maturity Date. (b) The Existing Maturity Date in shall remain applicable to the Revolving Commitments and the Revolving Loans made pursuant thereto of any existing Lender that is not an Extending Lender (each, a “Declining Lender”) and that is not replaced by a Replacement Lender as contemplated by Section 1(c) hereof. (c) In accordance with ~~this Section. Each Maturity Date Extension Request shall~~ the provisions of Section 2.18(b) of the Credit Agreement, FCX may, at its option, require any Declining Lender to assign all, or less than all, of its Revolving Commitment (ieach, an “Assigned Commitment”) ~~specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes~~and Revolving Loans, if any, to ~~the Applicable Rate~~ one or more assignees, including any existing Lender, that agrees to ~~be applied in determining the interest payable on the Loans of~~accept such assignment, and ~~fees payable hereunder to, Consenting Lenders (as defined below) in respect of~~ that ~~portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes~~ will become ~~effective (which may be prior to the Existing Maturity Date)~~ party hereto and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the ~~extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date~~ Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such ~~extended portion~~ Revolving Commitment and ~~a Declining Lender in respect of the remaining portion of its Commitment and/or~~ Revolving Loans, ~~and the aggregate principal amount of each Type of Loans of the applicable Class of~~ if any, assigned to it (each, a “Replacement Lender”). Any such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting assignments to Replacement Lenders shall ~~have agreed~~ become effective on or before the Amendment Effective Date and may be evidenced by this Amendment and Schedule 2.01 hereto. Notwithstanding anything to ~~such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on~~ the ~~date specified~~ contrary in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04Agreement, at any time ~~prior~~ after the Amendment Effective Date, FCX may, at its option, require any Declining Lender to assign all, or less than all, of its Revolving Commitment and Revolving Loans, if any, to one or more assignees, including any existing Lender, that agrees to accept such assignment, and that will become party to the ~~Existing Maturity Date, to replace a Declining Lender (for~~ Credit Agreement and the ~~avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or~~ other ~~financial institution that will~~ Loan Documents and agree to convert such ~~Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the~~ assigned 2023 Revolving Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the into 2024 Revolving ~~Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit~~ Commitments in the manner set forth in Section ~~2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments~~ 2.08(d) of the ~~Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of~~ Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred Agreement as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lendersamended hereby. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Revolving Credit Agreement (Freeport-McMoran Inc)

Extension of Maturity Date. (a) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon written notice to the Administrative Agent (an “Extension Request”), which shall promptly ~~deliver a copy thereof to each~~ notify the applicable Lenders, request one or more extensions of the ~~Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior~~ maturity date applicable to the Loans of a given Class (each, an “Existing Term Loan Tranche” and the extended Loans of such Class, the “Extended Term Loans”) then in effect (such existing ~~Maturity Date for the~~ maturity date applicable to any Class of ~~Commitments and/or~~ Loans ~~hereunder to be extended (~~being the “Existing Maturity Date”~~), request that the Lenders extend the Existing Maturity Date~~ ) to a date specified in ~~accordance with this Section.~~ such Extension Request. (b) Each ~~Maturity Date~~ Extension Request shall ~~(i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii)~~ specify the date to on which the ~~applicable Maturity Date is sought to~~ Borrower proposes that the extension shall be ~~extended~~effective, ~~(iii) specify the changes, if any,~~ which shall be a date reasonably satisfactory to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and Administrative Agent. Within the time ~~as of which~~ period specified in such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall ~~have~~ notify the ~~right, but not the obligation,~~ Administrative Agent whether it consents to ~~agree to the~~ such extension ~~of the Existing Maturity Date~~ (which consent may be given or withheld in such Lender’s sole and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each absolute discretion). Any Lender not ~~agreeing thereto being referred~~ responding within the above time period shall be deemed not to ~~herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of~~ have consented to such ~~Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the~~ extension. The Administrative ~~Agent) not later than a day to be agreed upon by~~ Agent shall promptly notify the Borrower and the ~~Administrative Agent following~~ applicable Lenders of such Lenders’ responses. (c) The maturity date applicable to any Class of Loans shall be extended only with respect to such Existing Term Loan Tranche held by such Lenders that have consented thereto (the ~~date on which~~ Lenders providing term loans that so consent being the ~~Maturity Date Extension Request shall have been delivered by~~ “Extending Lenders” and the ~~Borrower~~ Lenders providing Loans that declined being the “Non-Extending Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right as set forth above~~ that, except for the consents of Extending Lenders no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, the scheduled maturity date with respect to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect the Loans of the ~~remaining portion of its Commitment and/or Loans~~relevant Class held by the Extending Lenders shall be extended to the date specified in the Extension Request, ~~and~~ which shall become the ~~aggregate principal amount of each Type of Loans~~ new maturity date of the applicable Class of Loans (such ~~Lender shall be allocated ratably among the extended and non-extended portions of~~ maturity date for the Loans of so affected, the “Extended Maturity Date”). The Administrative Agent shall promptly confirm to the applicable Extending Lenders and Non-Extending Lenders such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by themextension, ~~then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as~~ specifying the effective date ~~thereof~~ of such extension (the “Extension Effective Date”), the Existing Maturity Date applicable to the Non-Extending Lenders, and the Extended Maturity Date (after giving effect to such extension) applicable to the Extending Lenders. (d) The proposed terms of the Extended Term Loans to be established shall (x) be identical as offered to each Lender under the applicable tranche of Loans and (y) be identical to the Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, except that: (i) the ~~Existing Maturity Date~~ maturity date of the Extended Term Loans shall be later than the maturity date of the applicable ~~Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein,~~ Existing Term Loan Tranche; (ii) ~~the terms and conditions~~ all or any of the ~~applicable Commitments and/or~~ scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the ~~Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth~~ extent provided in the ~~Maturity Date~~ applicable Extension ~~Request and~~ Amendment; (iii) the All-In-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 the All-In-Yield for the Loans of such Existing Term Loan Tranche, in each case, to the 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 final maturity date of the Loans held by the Non-Extending Lenders that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (v) Extended Term Loans may have call protection as may be agreed by the Borrower and the Extending Lenders; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Loans with an earlier final stated maturity (including Loans under the Existing Term Loan Tranche from which they were amended) are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effectiveLoans. (be) As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Effective Date, signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such extension, the representations and warranties made by any Loan Party in this Agreement and any Loan Document that are qualified by materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case any such representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct as of such earlier date and any such representation and warranty that is not so qualified shall be true and correct in all material respects as of such earlier date, and no Default exists or will exist as of the Extension Effective Date. (f) Notwithstanding anything to the ~~foregoing~~contrary herein, the Borrower shall have the right, ~~in accordance with the provisions of Sections 2.18(b) and 9.04,~~ at any time after any applicable Extension Effective Date and prior to ~~the~~ any applicable Existing Maturity Date, at the Borrower’s sole expense and effort, upon notice to ~~replace~~ such Non-Extending Lender and the Administrative Agent, to require each such Non-Extending Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a ~~Declining~~ Lender accepts such assignment), provided that (~~for~~ i) the ~~avoidance~~ Borrower shall have received the prior written consent of ~~doubt~~the Administrative Agent (to the extent such consent is required pursuant to Section 12.04), ~~only in respect~~ which consent(s) shall not unreasonably be withheld or delayed, (ii) each Non-Extending Lender shall have received payment of ~~that portion~~ an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such ~~Lender’s Commitment and/or Loans subject~~ outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 12.04(b)(iv) and (iv) in no event shall the Borrower be entitled to exercise its replacement right under this clause (f) with respect to a ~~Maturity Date Extension Request~~ Non-Extending Lender that ~~it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any~~ is also acting as the Administrative Agent. Any such replacement Lender shall for all purposes constitute ~~a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement~~an Extending Term Lender. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Term Loan Credit Agreement

Extension of Maturity Date. (a) The ~~Borrower~~ Corporation may, by ~~delivery of a Maturity Date Extension Request~~ notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each of~~ notify the Lenders) not less than ~~ten~~ 45 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ and not more than 90 days prior to each of the ~~then existing Maturity~~ first, second and third anniversaries of the Effective Date ~~for the applicable Class of Commitments and/or Loans hereunder to be extended~~ (~~the~~ each anniversary, an “~~Existing Maturity~~ Anniversary Date”), request that ~~the Lenders~~ each Lender extend ~~the Existing~~ such Lender’s Maturity Date ~~in accordance with this Section~~to the date (the “New Maturity Date”) that is one year after the Maturity Date. Each ~~Maturity~~ Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given no later than the date (the “Consent Date”) that is 20 days prior to the relevant Anniversary Date ~~Extension Request~~ (provided that, if such date is not a Business Day, the Consent Date shall be the next succeeding Business Day), advise the Administrative Agent as to: (i) ~~specify the applicable Class~~ whether or not such Lender agrees to such extension of ~~Commitments and/or Loans hereunder~~ its Maturity Date (each Lender so agreeing to ~~be extended,~~ such extension being an “Extending Lender”); and (ii) ~~specify~~ only if such Lender is an Extending Lender, whether or not such Lender also irrevocably offers to increase the amount of its Commitment(s) (each Lender so offering to increase its Commitment(s) being an “Increasing Lender” as well as an Extending Lender) and, if so, the amount of the additional Revolving Commitment and Sub-Commitment such Lender so irrevocably offers to assume hereunder (such Lender’s “Proposed Additional Commitment”). (b) Each Lender that determines not to extend its Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent (which shall notify the Lenders) of such fact promptly after such determination but in any event no later than the Consent Date, and any Lender that does not advise the Administrative Agent in writing on or before the Consent Date shall be deemed to be a Non-Extending Lender and (without limiting the Corporation’s rights under this Section 1.20) shall have no liability to the Corporation in connection therewith. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. The Administrative Agent shall notify the Corporation of each Lender’s determination under this Section 1.20(a) no later than the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be 15 days prior to the ~~Existing~~ relevant Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day). (i) If all of the Lenders are Extending Lenders, then, effective as of the Consent Date, the Maturity Date of each Lender shall be extended to the New Maturity Date) , and ~~(iv) specify any other amendments or modifications~~ the respective Commitments of the Lenders will not be subject to change at such Consent Date pursuant to this ~~Agreement to be effected in connection with such Maturity Date Extension Request~~Section 1.20; provided that ~~no such changes or modifications requiring approvals~~ any extension of the Maturity Date pursuant to this Section 1.20 shall only occur if no Event of Default or Specified Default is existing on the ~~provisos~~ Consent Date and all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (or, as to ~~Section 9.02(b~~any such representation or warranty that is qualified by materiality, “Material Adverse Effect” or a similar materiality qualifier, in all respects) with the same effect as though such representations and warranties had been made on the Consent Date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or, as to any such representation or warranty that is qualified by materiality, “Material Adverse Effect” or a similar materiality qualifier, in all respects) only as of such specified date). (ii) If and only if the sum of (x) the aggregate amount of the Revolving Loan Commitments of the Extending Lenders plus (y) the aggregate amount of the Proposed Additional Commitments of the Increasing Lenders (such sum, the “Extending Commitments”) shall ~~become~~ be equal to at least 50% of the then current amount of Total Revolving Loan Commitments, then: (A) effective ~~prior~~ as of the Consent Date, the Maturity Date of each Extending Lender shall be extended to the ~~Latest~~ New Maturity ~~Date unless such other approvals have been obtained. In~~ Date; (B) the ~~event a Maturity Date Extension Request~~ Corporation shall (so long as no Event of Default or Specified Default shall have ~~been delivered by the Borrower, each applicable Lender shall~~ occurred and be continuing) have the right, but not the obligation, to ~~agree to the extension~~ take either of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender following actions with respect to ~~which such~~ each Non-Extending Lender ~~agrees to~~ during the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based period commencing on the ~~aggregate principal amount of such Loans so extended~~ Consent Date and ~~not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section,~~ ending on the ~~date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective~~ immediately succeeding Anniversary Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc)

Extension of Maturity Date. (a) The ~~Borrower~~ Borrowers may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each Bank of the ~~Lenders~~relevant Class) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the ~~Lenders~~ Banks of such Class extend the Existing Maturity Date with respect to such Class in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date with respect to such Class is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable ~~Rate~~ Margin to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting ~~Lenders (as defined below)~~ Banks in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring other approvals pursuant to ~~the provisos to~~ Section ~~9.02(b)~~ 9.5 shall become effective prior to the ~~Latest~~ Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the ~~Borrower~~Borrowers, each Bank of the applicable ~~Lender~~ Class shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each ~~Lender~~ Bank agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting ~~Lender~~Bank” and each ~~Lender~~ Bank not agreeing thereto being referred to herein as a “Declining ~~Lender~~Bank”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such ~~Lender~~ Class of such Bank with respect to which such ~~Lender~~ Bank agrees to the extension of the Maturity Date, delivered to the ~~Borrower~~ Borrowers (with a copy to the Administrative Agent) not later than a day to be agreed upon by the ~~Borrower~~ Borrowers and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the ~~Borrower~~ Borrowers (it being understood and agreed that any ~~Lender~~ Bank that shall have failed to exercise such right as set forth above ~~shall~~ shall, with respect to such Class, be deemed to be a Declining ~~Lender~~Bank). If a ~~Lender~~ Bank elects to extend only a portion of its then existing Commitment and/or ~~Loans~~Loans of the applicable Class, it will be deemed for purposes hereof to be a Consenting ~~Lender~~ Bank in respect of such extended portion and a Declining ~~Lender~~ Bank in respect of the remaining portion of its Commitment and/or ~~Loans~~Loans of such Class, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such ~~Lender~~ Bank shall be allocated ratably among the extended and non-extended portions of the Loans of such ~~Lender~~ Bank based on the aggregate principal amount of such Loans so extended and not extended. If a Consenting ~~Lenders~~ Bank shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or~~ or Loans of a Class held by them, then, subject to paragraph (dc) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or~~ or Loans shall, as to the Consenting ~~Lenders~~Banks, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting ~~Lenders~~ Banks (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals ~~(including those of the Required Lenders)~~ having been obtained) become effective. (b) Notwithstanding the foregoing, the ~~Borrower~~ Borrowers shall have the right, in accordance with the provisions of ~~Sections 2.18(b) and 9.04~~Section 9.6, at any time prior to the Existing Maturity Date, to replace a Declining ~~Lender~~ Bank (for the avoidance of doubt, only in respect of that portion of such ~~Lender~~Bank’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a ~~Lender~~ Bank or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement ~~Lender~~ Bank shall for all purposes constitute a Consenting ~~Lender~~ Bank in respect of the Commitment ~~and/or~~ or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely~~ Solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving ~~Commitments~~Commitments of any Class, not later than the fifth Business Day prior to the Existing Maturity Date, the ~~Borrower~~ Borrowers shall jointly and severally make prepayments of Revolving Loans of the applicable Class (including, in the case of prepayments of Dollar Revolving Loans, Swingline Loans) and shall provide cash collateral in respect of Letters of Credit of such Class in the manner set forth in Section ~~2.04(i~~2.18(i), such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ Revolving Exposure with respect to such Class as of such date will not exceed the aggregate Revolving Commitments of such Class of the Consenting ~~Lenders~~ Banks extended pursuant to this Section (and the ~~Borrower~~ Borrowers shall not be permitted thereafter to request any Revolving Loan of such Class or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate~~ Revolving Exposure with respect to such Class would exceed the aggregate amount of the Revolving Commitments of such Class so extended); (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving Commitment~~ Commitments of each Declining ~~Lender~~ Bank with respect to such Class shall, to the extent not assumed, assigned or transferred as provided in paragraph (b2.22(b) of this Section, terminate, and the ~~Borrower~~ Borrowers shall repay all the ~~Revolving~~ Loans of such Class of each Declining ~~Lender~~Bank, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining ~~Lender~~ Bank hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section ~~4.02~~3.2, any such repayments of Revolving Borrowings may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting ~~Lenders~~Banks, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting ~~Lenders~~ Banks in accordance with their extended Revolving ~~Commitments~~Commitments of the applicable Class; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder ~~unless~~unless (A) with respect to a Maturity Date Extension Request in respect of Revolving Commitments of any Class, the Consenting Banks hold a majority of the then outstanding Revolving Commitments of such Class, (B) with respect to a Maturity Date Extension Request in respect of Term Loans, the Consenting Banks hold a majority of the then outstanding Term Loans and (C) in either case, on the Extension Effective Date, the conditions set forth in Section ~~4.02~~ 3.2 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension ~~Request~~Request with respect to such Class) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of Allegion plc. (eiv) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date with respect to any Class in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments ~~and the~~ or Loans of the Consenting ~~Lenders~~ Banks effected pursuant thereto, shall be deemed to (i) violate ~~the last sentence of~~ Section ~~2.07(c) or Section 2.17(b) or 2.17(c~~2.21(a) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all ~~Lenders~~ Banks or all affected ~~Lenders~~ Banks or all affected Banks of a Class under Section ~~9.02(b)~~9.5. (fv) The ~~Borrower~~Borrowers, the Administrative Agent and the Consenting ~~Lenders~~ Banks may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Credit Agreement (Allegion PLC)

Extension of Maturity Date. (a) The Borrower ~~may, by delivery of a~~ may from time to time request that the Maturity Date ~~Extension Request~~ be extended for one or more additional periods by delivering a written request therefor to the Administrative Agent ~~(which shall promptly deliver a copy thereof to each of the Lenders)~~ not earlier than 150 days, but not less than ~~ten days (or such shorter period as agreed to by the Administrative Agent)~~ 90 days, prior to the then ~~existing~~ applicable Maturity Date ~~for~~ (each an "Extension Request"). Promptly after receipt of each Extension Request, the ~~applicable Class~~ Administrative Agent shall notify each Lender of ~~Commitments and/or Loans hereunder~~ the terms thereof. (b) Each Lender will endeavor to ~~be extended~~ respond to each Extension Request on or before the 20th Business Day following its receipt of notice thereof (such 20th Business Day being hereinafter sometimes referred to as the ~~“Existing Maturity~~ "Consent Expiration Date”"), ~~request~~ provided that ~~the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall~~ (i) ~~specify the applicable Class of Commitments and/or Loans hereunder~~ no Lender shall be required to consent to any Extension Request (any such consent to be ~~extended~~within the sole and absolute discretion of such Lender), (ii) ~~specify~~ if a Lender does not respond to an Extension Request on or prior to the ~~date~~ related Consent Expiration Date, such Lender shall conclusively be deemed to ~~which the applicable Maturity Date is sought~~ have not consented to ~~be extended~~such Extension Request, and (iii) ~~specify~~ the ~~changes, if any,~~ failure of any Lender to respond to an Extension Request shall not create any claim against it or have the ~~Applicable Rate to be applied in determining~~ effect of extending the ~~interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new~~ Maturity Date ~~and~~ or such Lender's Commitment beyond the then applicable Maturity Date. (c) In the event that at any time ~~as of which such changes will become effective (which may be~~ prior to the ~~Existing Maturity~~ Consent Expiration Date) , Lenders having unused Commitments and Credit Exposures representing greater than 66-2/3% of the sum of the unused Commitments and Credit Exposures of all Lenders (~~iv) specify~~ after giving effect to any ~~other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals~~ assignment pursuant to ~~the provisos to~~ Section ~~9.02(b) shall become~~ 2.13 which becomes effective prior to the ~~Latest~~ Consent Expiration Date) ("Super‑majority Lenders") shall have given written notice (each such consent being irrevocable) of their consent to such Extension Request (each a "Successful Extension Request"), then (i) the then applicable Maturity Date ~~unless~~ shall be extended, with respect to each Lender that shall have consented to such ~~other approvals have been obtained~~Extension Request prior to the Consent Expirations Date (each a "Consenting Lender"), to the date (the "New Maturity Date") which is the earlier of (A) the Business Day selected by the Borrower in such Extension Request, or (B) the last Business Day which is not more than 364 days from the date of receipt by the Administrative Agent of the first consent from a Lender with respect to such Extension Request, and (ii) the Administrative Agent shall promptly notify the Borrower (and immediately after receiving such notification from the Administrative Agent, the Borrower shall promptly notify the Rating Agencies then rating the CP Notes), each Lender and the Depositary of the New Maturity Date. In the event a that Super‑majority Lenders shall not have consented to an Extension Request prior to the Consent Expiration Date, (1) the Maturity Date shall not be extended pursuant to such Extension ~~Request~~ Request, and (2) the Administrative Agent shall ~~have been delivered by~~ promptly notify the Borrower, each ~~applicable~~ Lender ~~shall have~~ and the ~~right~~Depositary thereof. (d) In connection with each Successful Extension Request, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any each Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be is not a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this SectionLender, on the ~~date specified in the~~ existing Maturity Date ~~Extension Request as~~ (and without regard to any requirements relating to the ~~effective date thereof (~~pro-rata application of payments and Commitment reductions among all of the ~~“Extension Effective Date”~~Lenders), (i) the ~~Existing Maturity Date of the applicable Commitments and/or Loans shall, as~~ Borrower shall pay to the ~~Consenting Lenders~~Administrative Agent for the account of each such Lender, ~~be extended~~ the outstanding principal of such Lender's Loans, accrued interest thereon, accrued fees and all other amounts payable to such ~~date as shall be specified therein~~Lender hereunder, (ii) the ~~terms and conditions~~ Commitment of ~~the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof)~~ such Lender shall ~~be modified as set forth in the Maturity Date Extension Request~~ expire and (iii) such ~~other modifications and amendments hereto specified in~~ Lender shall cease to be a party to this Credit Agreement, provided that such Lender shall continue to be entitled to the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions benefits of Sections ~~2.18(b)~~ 3.5, 3.6, 3.7 and ~~9.04, at any time prior~~ 10.3 through the date it ceases to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with be a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacementhereunder. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Credit Agreement (DNP Select Income Fund Inc)

Extension of Maturity Date. (a) ~~The Borrower may~~WBA may extend the Maturity Date for additional periods of one or two years (in each case, a “Maturity Date Extension”), by ~~delivery~~ providing written notice of ~~a Maturity Date Extension Request~~ such request to the Administrative Agent (~~which shall promptly deliver a copy thereof to each~~ the effective date of ~~the Lenders) not less than ten days (or~~ such ~~shorter period as agreed to by the Administrative Agent) prior to the then existing~~ Maturity Date ~~for the applicable Class of Commitments and/or Loans hereunder to be extended (~~Extension, the “~~Existing Maturity~~ Extension Date”). The Administrative Agent shall promptly notify each Lender and L/C Issuer of such request and each Lender and L/C Issuer shall then, in its sole discretion, notify WBA and the Administrative Agent in writing within 10 Business Days after such request ~~that~~ whether such Lender or L/C Issuer will consent to the extension (each such Lender consenting to the extension, a “Consenting Lender”). The failure of any Lender or L/C Issuer to notify WBA and the Administrative Agent of its intent to consent to an extension within such period shall be deemed a rejection by such Lender or L/C Issuer, as applicable. Such extension shall be effective as to Consenting Lenders ~~extend~~ and each L/C Issuer consenting to such extension if the ~~Existing~~ Required Lenders approve such Maturity Date Extension; provided, in ~~accordance with this Section. Each Maturity Date Extension Request shall~~ each case, that (iA) ~~specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which~~ the applicable Maturity Date following any such extension shall not be a date that is ~~sought~~ more than five years after the applicable Extension Date and (B) at the existing Maturity Date in effect prior to ~~be extended~~each Maturity Date Extension, (~~iii~~1) ~~specify~~ the ~~changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting~~ commitments of Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrowerincluding, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, ~~only in respect of~~ the Swing Line Lender) and L/C Issuers that ~~portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has~~ did not ~~agreed to extend) with a Lender or other financial institution that will agree~~ consent to such Maturity Date Extension ~~Request~~(each such Lender not consenting to the extension, a “Declining Lender”) will be terminated and the Loans and L/C Obligations of such Lenders (or participations in any ~~such replacement Lender shall for all purposes constitute a Consenting Lender in respect~~ Swing Line Loans) and L/C Issuers will be repaid or Cash Collateralized, as applicable (it being understood that the commitments of the ~~Commitment and/or Loans assigned~~ Declining Lenders and each L/C Issuer not consenting to ~~and assumed by it on and after~~ such extension will remain in effect until the ~~effective time of such replacement. (c) If a~~ Maturity Date ~~Extension Request has become effective hereunder:~~ originally applicable to such Lenders) and (i2) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of~~ the ~~Revolving Commitments, not later than the Existing Maturity Date, the~~ applicable Borrower shall make such additional prepayments ~~of Revolving~~ as shall be necessary in order that the Loans and ~~shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i)~~L/C Obligations hereunder immediately after such existing Maturity Date will not exceed, ~~such that, after giving effect to such prepayments and such provision of cash collateral~~respectively, the Aggregate ~~Revolving Exposure as of such date will not exceed the aggregate Revolving~~ Commitments ~~of the Consenting Lenders extended pursuant to this Section (~~and ~~the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a~~ Letter of Credit ~~if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended);~~ Sublimit and (ii3) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent ~~not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender,~~ necessary to ~~the extent such Loans shall not have been so purchased, assigned and transferred, in each case together~~ ensure that any Outstanding Credit Exposure with ~~accrued and unpaid interest and all fees and other amounts owing~~ respect to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by L/C Obligations is allocated ratably among the Consenting Lenders, ~~which such Revolving Borrowings shall be made ratably by the~~ Consenting Lenders (if any) and new Lenders (if any) in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrowerupdated Pro Rata Share, the Administrative Agent ~~and the~~ may, in its sole discretion, reallocate each Consenting ~~Lenders may enter into an amendment~~ Lender’s Outstanding Credit Exposure with respect to ~~this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section~~L/C Obligations.

Appears in 1 contract

Samples: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)

Extension of Maturity Date. (a) ~~The Borrower may~~No earlier than 90 days prior and no later than 30 days prior to each anniversary of the Closing Date, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (which shall ~~promptly deliver~~ promptly, but in any event within three (3) Business Days after receipt of such notice, notify the Lenders and the Issuing Banks of such notice), the Borrower may request an extension of the Maturity Date then in effect (an “Extension Request”) for an additional one-year period; provided that (i) no more than two of such one-year extensions shall be permitted hereunder and (ii) the terms and conditions applicable to any such extension of Commitments and Letter of Credit Commitments with respect to a ~~copy thereof~~ particular Lender or Issuing Bank shall be the same as those applicable to each other Lender or Issuing Bank. Within 20 days of delivery of such Extension Request, each Lender and each Issuing Bank shall notify the Administrative Agent and Borrower whether or not it consents to such Extension Request (which consent may be given or withheld in such Lender’s or such Issuing Bank’s, as applicable, sole and absolute discretion). Any Non-Defaulting Lender with a then effective Commitment may consent to an Extension Request irrespective of whether such Lender previously had been a Declining Lender with respect to a previous Extension Request. The Administrative Agent shall promptly notify Borrower, the Lenders and the Issuing Banks of the Lenders’ and the Issuing Banks’ responses. (b) ~~not less than ten days~~ The Commitment of any Lender and the Letter of Credit Commitment of any Issuing Bank that declines or fails to respond to the Borrower’s request for an extension of the Maturity Date within such time period (a “Declining Lender”) shall be terminated on the Maturity Date then in effect for such Lender or Issuing Bank, as applicable (without regard to any extension by other Lenders or Issuing Banks). On such ~~shorter period as~~ applicable Maturity Date, (i) the aggregate Commitments of all Lenders shall be reduced by the total Commitments of all Declining Lenders expiring on such Maturity Date, except to the extent one or more Eligible Assignees shall have agreed to by assume such Commitments with the ~~Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be~~ extended ~~(the “Existing Maturity Date”), request that the Lenders extend the Existing~~ Maturity Date in accordance with ~~this Section. Each Maturity Date Extension Request shall~~ Section 2.19(b) (~~i) specify the applicable Class of Commitments and/or Loans hereunder to be extended~~each, a “Replacement Lender”), and (ii) ~~specify~~ the ~~date~~ aggregate Letter of Credit Commitments of all Issuing Banks shall be reduced by the total Letter of Credit Commitments of all Declining Lenders expiring on such Maturity Date, except to ~~which~~ the ~~applicable~~ extent (x) one or more Extending Lenders or Replacement Lenders shall have agreed to assume such Letter of Credit Commitments and (y) such Extending Lender or Replacement Lender is an Issuing Bank on such Maturity Date. The Borrower shall pay in full Annex I the unpaid principal amount of all Loans owing to each Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement and all other amounts due to such Declining Lender under this Agreement, including any breakage fees or costs that are payable pursuant to Section 2.16, on the Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended applicable to such ~~new Maturity Date and~~ Declining Lender or the ~~time as~~ earlier replacement of ~~which~~ such ~~changes will become effective (which may be prior~~ Declining Lender pursuant to ~~the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected~~ Section 2.19(b). Further, in connection with ~~such~~ each Maturity Date, the Borrower shall Cash Collateralize the LC Exposure as and to the extent required pursuant to Sections 2.06(c) and 2.06(j)(iii). (c) So long as, and only if, the Required Lenders (calculated after giving effect to any replacements of Lenders permitted herein) have consented to the Extension Request and upon the satisfaction of the conditions precedent specified below in this clause (c), the Maturity Date shall be extended as to each Lender that agrees in its sole discretion pursuant to clause (a) above to extend its Commitment (each an “Extending Lender”) (irrespective of whether such Lender previously had been a Declining Lender), shall be extended to the Maturity Date specified in such Extension Request; provided that ~~no such changes or modifications requiring approvals pursuant~~ with respect to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable any previously Declining Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such who is an Extending Lender with respect to ~~which~~ a current Extension Request, by giving its consent, such Extending Lender ~~agrees~~ shall also be deemed to ~~the~~ have approved each prior extension of the Maturity ~~Date~~Date as to which it was a Declining Lender. Upon satisfaction of the conditions precedent provided in the next sentence, ~~delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and~~ the Administrative Agent ~~following~~ and Borrower shall promptly confirm to the ~~date on which~~ Lenders and the Issuing Banks any extension of the Maturity Date ~~Extension Request shall have been delivered by~~ pursuant to this Section 2.04, specifying the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect date of such ~~extended portion and a Declining Lender in respect~~ satisfaction of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof conditions precedent (the “Extension Effective Date”) and the extended Maturity Date with respect to the Extending Lenders. As a condition precedent to such extension, Borrower shall deliver to the Administrative Agent a certificate of Borrower dated as of the Extension Effective Date signed by a Responsible Officer of Borrower certifying that, as of the Extension Effective Date, (i) before and after giving effect to such extension, the representations and warranties set forth in this Agreement are true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as written, including the materiality qualifier) on and as of such date (other than those representations and warranties that expressly relate to a specific earlier date, which are true and correct in all material respects as of such earlier date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as of such earlier date as written, including the materiality qualifier)) and (ii) before and after Annex I giving effect to such extension, no Default or Event of Default has occurred and is continuing. (d) If the Maturity Date is extended in accordance with this Section, (i) the ~~Existing Maturity Date of~~ Administrative Agent shall record in the ~~applicable Commitments and/or Loans shall,~~ Register any Replacement Lender’s information as provided pursuant to an Administrative Questionnaire that shall be executed and delivered by such Replacement Lender to the ~~Consenting Lenders, be extended to~~ Administrative Agent on or before such ~~date as shall be specified therein~~Extension Effective Date, (ii) ~~the terms~~ Schedule 2.01 hereof shall be amended and ~~conditions of the applicable Commitments and/or Loans of the Consenting~~ restated to set forth all Revolving Lenders (including ~~interest~~ any Replacement Lenders) and ~~fees~~ Issuing Banks that will be Revolving Lenders and Issuing Banks hereunder (~~including~~ and their respective Commitments and Letter of Credit ~~fees~~Commitments) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) extensions and the Administrative Agent shall ~~have received~~ distribute to each Lender (including each Replacement Lender) and each Issuing Bank a ~~certificate~~ copy of such amended and restated Schedule 2.01, (iii) each Replacement Lender that complies with the provisions of this Section 2.04 shall be a “Lender” for all purposes under this Agreement, (iv) all calculations and payments of interest on the Loans shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time, and (v) each Lender’s share of the LC Exposure and obligation to ~~that effect dated~~ participate in Swing Line Loans on such date ~~and executed~~ shall automatically be deemed to equal such Lender’s Applicable Percentage of the LC Exposure (such Applicable Percentage for such Lender to be determined as of such Extension Effective Date in accordance with its Commitment on such date as a percentage of the Commitments on such date) or the Swing Line Lenders, as applicable, without further action by ~~a Responsible Officer~~any party. (e) ~~Notwithstanding~~ If as a result of any ~~provision of this Agreement to the contrary, it is hereby agreed that no~~ extension of ~~an Existing~~ the Maturity Date in accordance with this Section 2.04 there is more than one Maturity Date in effect at any time, the ~~express terms of this Section, or any amendment or modification of the terms~~ Borrower and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent ~~and the Consenting Lenders~~ may ~~enter into an amendment~~ make such amendments to this Agreement ~~to effect such modifications~~ as may be necessary to ~~reflect~~ ensure the ~~terms of any Maturity Date Extension Request that has become effective~~ pro rata treatment in accordance with ~~the provisions~~ Section 2.18(c) in respect of ~~this Section~~all Borrowings and Loans hereunder.

Appears in 1 contract

Samples: Amendment No. 1 and Extension Agreement

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Applicable Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders of the applicable Class and to the other Administrative Agent) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date for the Revolving Credit Commitments and/or applicable Class of ~~Commitments and/or~~ Term Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders of the applicable Class extend the Existing Maturity Date in accordance with this ~~Section~~Section 2A.01. Each Maturity Date Extension Request shall (i) specify the Revolving Credit Commitments and/or applicable Class of ~~Commitments and/or~~ Term Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable ~~Rate~~ Margin to be applied in determining the interest payable on the applicable Class of Loans of, and fees payable hereunder to, ~~Consenting~~ Extending Lenders (as defined below) in respect of that portion of their Revolving Credit Commitments and/or ~~Loans~~ the applicable Class of Term Loans, as applicable, so extended ~~to such new Maturity Date~~ and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) ~~specify any other amendments or modifications~~ provide that each Lender of the applicable Class shall have the right to ~~this Agreement to be effected~~ participate on a pro rata basis in ~~connection with~~ such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtainedextension. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender of the applicable ~~Lender~~ Class or Classes shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “~~Consenting~~ Extending Lender” and each Lender not agreeing thereto being referred to herein as a “~~Declining~~ Non-Extending Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Revolving Credit Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Applicable Administrative Agent) not later than a day to be agreed upon by the Borrower and the Applicable Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a ~~Declining~~ Non-Extending Lender). If a Lender elects to extend only a portion of its then existing Revolving Credit Commitment and/or applicable Class of Term Loans, as applicable, it will be deemed for purposes hereof to be ~~a Consenting~~ an Extending Lender in respect of such extended portion and a ~~Declining~~ Non-Extending Lender in respect of the remaining portion of its Revolving Credit Commitment and/or applicable Class of Term Loans, as applicable, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the applicable Class of Loans of such Lender based on the aggregate principal amount of such applicable Class of Loans so extended and not extended. If ~~Consenting~~ Extending Lenders shall have agreed to such Maturity Date Extension Request in respect of Revolving Credit Commitments and/or applicable Class of Term Loans held by them, then, subject to ~~paragraph (d) of this Section~~Section 2A.01(d), on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Revolving Credit Commitments ~~and/or~~ or applicable Term Loans shall, as to the ~~Consenting~~ Extending Lenders, be extended to such date as shall be specified ~~therein~~therein (any such Commitments or Loans so extended, the “Extended Loans”), and (ii) the ~~terms~~ Applicable Margin and ~~conditions of the applicable Commitments and/or~~ fees with respect to such Extended Loans ~~of the Consenting Lenders~~ (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension ~~Request~~ Request; provided that the terms of any such Extended Loans shall be identical to the Revolving Credit Commitments and/or applicable Class of Term Loans of the existing Class from such Extended Loans converted (other than (A) with respect to pricing, fees, final maturity date and amortization and (~~iii~~B) ~~such~~ covenants or other ~~modifications and amendments hereto specified in~~ provisions applicable only to periods after the Latest Maturity Date of the then outstanding Term Loans). In addition any Maturity Date Extension Request ~~shall (subject to any required approvals (including those~~ may, with the consent of the ~~Required~~ Borrower, the Applicable Administrative Agent and the Extending Lenders (and no other Lenders) ~~having been obtained) become effective~~effect such technical changes to this Agreement as are necessary, in the good faith determination of the Applicable Administrative Agent, to reflect such extension of maturity. Notwithstanding the foregoing, at no time shall there be more than three separate maturity dates with respect to Revolving Credit Commitments. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.27 and ~~9.04~~9.03, at any time prior to the Existing Maturity Date, to replace a ~~Declining~~ Non-Extending Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Revolving Credit Commitment and/or Revolving Credit Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Revolving Credit Commitment and/or applicable Class of Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Credit Commitments, not later than the fifth Business Day prior to the Existing Maturity ~~Date~~Date with respect to the Revolving Credit Commitments, the Borrower shall make prepayments of Revolving Credit Loans ~~and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i),~~ such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ Total Revolving ~~Exposure~~ Credit Usage as of such date will not exceed the aggregate Revolving Credit Commitments of the ~~Consenting~~ Extending Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Credit Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate~~ Total Revolving ~~Exposure~~ Credit Usage would exceed the aggregate amount of the Revolving Credit Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Credit Commitments, on the Existing Maturity Date, the Revolving Credit Commitment of each ~~Declining~~ Non-Extending Lender ~~shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section,~~ shall terminate, and the Borrower shall repay all the Revolving Credit Loans of each ~~Declining~~ Non-Extending Lender, ~~to the extent such Loans shall not have been so purchased, assigned and transferred, in each case~~ together with accrued and unpaid interest and all fees and other amounts owing to such ~~Declining~~ Non-Extending Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the ~~Consenting~~ Extending Lenders, which such Revolving Credit Borrowings shall be made ratably by the ~~Consenting~~ Extending Lenders in accordance with their extended Revolving Credit Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity ~~Date~~Date for such Class of Term Loans, the Borrower shall repay all the Term Loans of such Class of each ~~Declining~~ Non-Extending Lender, ~~to the extent such Loans shall not have been so purchased, assigned and transferred, in each case~~ together with accrued and unpaid interest and all fees and other amounts owing to such ~~Declining~~ Non-Extending Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Credit Borrowings made simultaneously with such repayments by the Revolving Credit Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the related Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Applicable Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2A.01, or any amendment or modification of the terms and conditions of the Revolving Credit Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to ~~(i)~~ violate ~~the last sentence of~~ Section ~~2.07(c) or~~ 2.12(a), Section ~~2.17(b) or 2.17(c)~~ 2.20 or any other provision of this Agreement requiring the ratable reduction of Revolving Credit Commitments or the ratable sharing of ~~payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)~~payments. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Term Loan and Revolving Credit Agreement (Federal Mogul Corp)

Extension of Maturity Date. (a) The Lead Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 45 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existingthen-existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21; provided that the Lead Borrower may not make more than two Maturity Date Extension Requests following the Third Restatement Effective Date. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~9.2(b) shall become effective prior to the ~~Latest~~ then existingthen-existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Lead Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Lead Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Lead Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Lead Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above by such date shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existingthen-existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this ~~Section~~Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required ~~Lenders)~~ Lenders having been obtained, if applicable), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become effective. (b) Notwithstanding the foregoing, the Lead Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or ~~other financial institution~~ any Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the second (2nd) Business Day prior to the Existing Maturity Date, the ~~Borrower~~ Borrowers shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.10, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding as of such date will not exceed the aggregate ~~Revolving~~ Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and ~~the~~ no Borrower shall ~~not~~ be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding would exceed the aggregate amount of the ~~Revolving~~ Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this ~~Section~~Section 2.21, terminate, and the ~~Borrower~~ Borrowers shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section 2.21 and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, the Borrowers shall prepay the proportionate part of the outstanding Revolving Loans and participations in LC Disbursements of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments~~; and~~. (~~iii~~d) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class The occurrence of each ~~Declining Lender,~~ Extension Effective Date shall be deemed to ~~the extent~~ constitute a representation and warranty by each Borrower on such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of Extension Effective Date that the conditions set forth in Section ~~4.02,~~ 4.2 have been satisfied on such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~9.2(b). (f) ~~The Borrower~~Without the consent of any other Person, the Borrowers, the Administrative Agent and the Consenting Lenders (and, to the extent required pursuant to the proviso of Section 2.5(c), the applicable Issuing Banks) may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 1 contract

Samples: Revolving Credit Agreement (CF Industries Holdings, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Revolving Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their Commitments ~~and/or Loans~~ (and related Revolving Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.19 and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the fifth Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.11, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate Revolving Exposure~~ aggregate credit exposures outstanding as of such date will not exceed the aggregate ~~Revolving~~ Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and the Borrower shall not be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate Revolving Exposure~~ aggregate credit exposures outstanding would exceed the aggregate amount of the ~~Revolving~~ Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section, be permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the outstanding Revolving Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Revolving Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.09(c) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 1 contract

Samples: Credit Agreement (Newmont Mining Corp /De/)

Extension of Maturity Date. (a) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon written notice to the Administrative Agent (an “Extension Request”), which shall promptly ~~deliver a copy thereof to each~~ notify the Lenders, request extensions of the ~~Lenders~~Maturity Date applicable to the Commitments (the “Extended Loans”) ~~not less than ten days~~ to a date specified in such Extension Request. (~~or such shorter period as agreed~~ b) The Extension Request shall specify the date on which the Borrower proposes that the extension shall be effective, which shall be a date reasonably satisfactory to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and Within the time ~~as of which~~ period specified in such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall ~~have~~ notify the ~~right, but not the obligation,~~ Administrative Agent whether it consents to ~~agree to the~~ such extension ~~of the Existing Maturity Date~~ (which consent may be given or withheld in such Lender’s sole and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each absolute discretion). Any Lender not ~~agreeing thereto being referred~~ responding within the above time period shall be deemed not to ~~herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of~~ have consented to such ~~Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the~~ extension. The Administrative ~~Agent) not later than a day to be agreed upon by~~ Agent shall promptly notify the Borrower and the ~~Administrative Agent following~~ applicable Lenders of such Lenders’ responses. (c) The maturity date applicable to any Commitments shall be extended only with respect to such Extended Loans held by such Lenders that have consented thereto (the ~~date on which~~ Lenders that so consent being the ~~Maturity Date Extension Request shall have been delivered by~~ “Extending Lenders” and the ~~Borrower~~ Lenders that declined being the “Non-Extending Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right as set forth above~~ that, except for the consents of Extending Lenders no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, the scheduled maturity date with respect to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the ~~remaining portion of its Commitment and/or Loans, and~~ Commitments held by the ~~aggregate principal amount of each Type of Loans of the applicable Class of such Lender~~ Extending Lenders shall be ~~allocated ratably among the~~ extended ~~and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed~~ to ~~such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on~~ the date specified in the Extension Request, which shall become the maturity date of the applicable Commitments (such date, the “Extended Maturity ~~Date Extension Request as~~ Date”). The Administrative Agent shall promptly confirm to the applicable Extending Lenders and Non-Extending Lenders such extension, specifying the effective date ~~thereof~~ of such extension (the “Extension Effective Date”~~), (i~~) and the ~~Existing~~ Extended Maturity Date ~~of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein,~~ (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (iiextension) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, applicable to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Extending Lenders. (d) ~~Notwithstanding~~ The proposed terms of the ~~foregoing~~Extended Loans to be established shall (i) be identical as offered to each Lender and (ii) be identical to the existing Commitments from which such Extended Loans are to be amended, except that: (A) the maturity date of the Extended Loans shall be later than the maturity date of the existing Commitments and (B) the Administrative Agent and the Extending Lenders may receive customary fees in consideration for the extension of the Extended Loans. (e) As a condition precedent to such extension, the Borrower shall deliver or cause to be delivered any customary legal opinions, certificates or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing such extension) reasonably requested by Administrative Agent and the Extending Lenders and a certificate stating that before and after giving effect to such extension, the representations and warranties made by any Credit Party in this Agreement and the other Loan Documents are true and correct in all respects and that no ~~Maturity Date Extension Request shall become effective hereunder unless, on~~ Event of Default or Borrowing Base Deficiency exists as of the Extension Effective Date. (f) Notwithstanding the terms of Section 12.02, the ~~conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request)~~ Borrower and the Administrative Agent shall ~~have received a certificate to that effect dated such date and executed by a Responsible Officer.~~ be entitled (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require without the consent of ~~all~~ any other Lenders ~~or all affected Lenders~~ except to the extent required under ~~Section 9.02(b).~~ clause (fb) ~~The Borrower~~above) to enter into any amendments to this Agreement, in form and substance satisfactory to the Administrative Agent, that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of the maturity date and ~~the Consenting Lenders may enter into an amendment~~ other amendments applicable to any Extended Loans pursuant to this ~~Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section~~Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Pressburg, LLC)

Extension of Maturity Date. Not earlier than 60 days and not later than 45 days prior to the existing Maturity Date, the Borrower may request in writing that the Lender extend the Maturity Date for an additional period of time to be mutually agreed upon by the parties. The Lender, in its sole discretion, may agree to extend or decline to extend the Maturity Date; provided, however, that if the Lender does not respond in writing to such request from the Borrower 30 days prior to the existing Maturity Date, then the Borrower's request for an extension shall be deemed to have been denied by the Lender. ARTICLE III. EXPORT-RELATED BORROWING BASE, EXPORT CONTRACTS AND DOMESTIC CONTRACTS SECTION 3.01. EXPORT-RELATED BORROWING BASE MATTERS. (a) The Export-Related Borrowing Base and the asset values and credit margins incorporated therein shall be used solely for the purposes of this Agreement and the credit facilities provided by the Lender to the Borrower ~~may~~hereunder and shall not prejudice the Lender's right to allege and prove in any bankruptcy, insolvency or other similar proceeding involving Borrower a different value of the assets of the Borrower nor shall they be construed to be an admission by the Lender as to what collateral levels would adequately protect its interests in any such bankruptcy, insolvency or other similar proceeding involving Borrower. (b) With respect to all Export-Related Accounts Receivable, Borrower represents and warrants to Lender that Lender may rely, in determining which Export-Related Accounts Receivable are Eligible Export-Related Accounts Receivable, on all statements and representations made by Borrower with respect to any Export-Related Accounts Receivable, and, unless otherwise indicated in writing to Lender, that with respect to each Export-Related Account Receivable: (i) It is genuine and in all respects what it purports to be, and it is not evidenced by a note, instrument or judgment; (ii) It arises out of a bona fide sale and delivery of ~~a Maturity Date Extension Request to~~ goods or rendition of services by Borrower in the ~~Administrative Agent (which shall promptly deliver a copy thereof to each~~ ordinary course of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date its business and is due and owing in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the related contract between the Borrower and the applicable ~~Commitments and/or Loans of the Consenting Lenders (including interest~~ Account Debtor and ~~fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and~~ all purchase orders or other documents relating thereto; (iii) ~~such other modifications~~ It is for a liquidated amount payable in U.S. Dollars and ~~amendments hereto specified~~ is due as stated in the ~~Maturity Date Extension Request shall~~ duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Lender; (iv) Such Export-Related Account Receivable, and Lender's security interest therein, is not, and will not be in the future, subject to any ~~required approvals~~ offset, Lien (~~including those~~ other than in favor of Lender), deduction, defense, dispute, or counterclaim except for disputes where the amount in controversy is deemed by Lender to be immaterial, and each such Export-Related Account Receivable is absolutely owing to Borrower and is not contingent in any material respect; (v) Borrower has made no agreement with any Account Debtor for any deduction therefrom, except discounts or allowances which are granted by Borrower in the ordinary course of its business for prompt payment and which are reflected in the calculation of the ~~Required Lenders) having been obtained) become effective.~~net amount of each respective invoice related thereto; (bvi) ~~Notwithstanding~~ There are no facts, events or occurrences which in any way impair the ~~foregoing~~validity or enforceability thereof or tend to reduce the amount payable thereunder from the net face amount of the invoice and statements delivered to Lender with respect thereto; and (vii) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectability of such Export-Related Account Receivable, ~~the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b)~~ and ~~9.04, at any time prior~~ to the ~~Existing Maturity Date, to replace a Declining Lender (for~~ best of Borrower's knowledge there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in the ~~avoidance of doubt, only in respect of that portion~~ collectability of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacementExport-Related Account Receivable. (c) ~~If a Maturity Date Extension Request has become effective hereunder:~~Borrower shall keep accurate and complete records of all Accounts Receivable and all payments and collections thereon. (id) ~~solely~~ Borrower shall cause all Accounts Receivable to be directly paid to or deposited in ~~respect of~~ a ~~Maturity Date Extension Request that has become effective in respect~~ depository account with Lender. Without limiting the generality of the ~~Revolving Commitments~~foregoing sentence, ~~not later than~~ all Accounts Receivable related to Export Contracts must be directly paid to or deposited in the ~~Existing Maturity Date,~~ Lender's Account. Lender agrees that it will remit funds from the Lender's Account to an unrestricted account of the Borrower ~~shall make prepayments~~ maintained with Lender upon the request of ~~Revolving Loans~~ Borrower unless and ~~shall provide cash collateral in respect~~ until: (1) a Default or Event of ~~Letters~~ Default has occurred and is continuing or (2) Lender reasonably believes based on information available to it that an outstanding Letter of Credit may be presented for drawing under a particular Export Contract. Upon an Event of Default, Lender may in its discretion apply all amounts in any deposit account maintained with Lender against the Obligations in the manner set forth in ~~Section 2.04(i)~~this Agreement. Lender has no duty to protect, ~~such that~~insure, ~~after giving effect~~ collect or realize upon the Accounts Receivable or preserve rights in them. (e) With respect to Export-Related Inventory, Borrower represents and warrants to Lender that Lender may rely, in determining which item or items of Export-Related Inventory constitute Eligible Export-Related Inventory, on all statements and representations made by Borrower with respect to such ~~prepayments~~ Inventory and, unless otherwise indicated in writing to Lender, that: (i) Such Export-Related Inventory is presently and ~~such provision~~ will continue to be located at Borrower's places of ~~cash collateral,~~ business listed in the ~~Aggregate Revolving Exposure as of such date~~ Security Agreement and will not ~~exceed~~ be removed therefrom except as authorized by the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended)Security Agreement; (ii) ~~solely in respect of~~ Such Export-Related Inventory is not now, nor shall such Export-Related Inventory at any time or times hereafter be, stored with a ~~Maturity Date Extension Request that has become effective in respect of the Revolving Commitments~~bailee, ~~on the Existing Maturity Date~~warehouseman or similar party without Lender's prior written consent and, ~~the Revolving Commitment of each Declining~~ if Lender ~~shall~~gives such consent, Borrower will concurrently therewith cause any such bailee, warehouseman, or similar party to ~~the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate,~~ issue and ~~the Borrower shall repay all the Revolving Loans of each Declining~~ deliver to Lender, in form and substance reasonably acceptable to ~~the extent such Loans shall not have been so purchased~~Lender, ~~assigned and transferred,~~ warehouse receipts therefor in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving CommitmentsLender's name; and (iii) ~~solely~~ Such Export-Related Inventory is not now, nor shall such Export-Related Inventory at any time or times hereafter be, delivered by or on behalf of Borrower to any third party for the purpose of being processed by such third party without Lender's prior written consent and, if Lender gives such consent, Borrower will concurrently therewith cause such third party to agree in ~~respect~~ writing in favor of Lender (which agreement must be in form and substance satisfactory to Lender) that such third party will not assert any processor's or other Lien against such Export-Related Inventory, that such third party acknowledges that Lender holds a ~~Maturity Date Extension Request that has become effective~~ first-priority and perfected security interest in ~~respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of~~ such ~~Class of each Declining Lender,~~ Export-Related Inventory pursuant to the ~~extent~~ Security Agreement, and that such ~~Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing~~ third party will turn such Export-Related Inventory over to ~~such Declining~~ Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lendersupon Lender's request therefor. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Credit Agreement (Lynch Corp)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (~~which~~ who shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Final Maturity Date for the applicable Class of ~~Commitments and/or~~ Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall specify (i) ~~specify~~ the applicable Class of ~~Commitments and/or~~ Loans hereunder to be extended, (ii) ~~specify~~ the date to which the applicable Final Maturity Date is sought to be extended, (iii) ~~specify~~ the changes, if any, to the Applicable ~~Rate~~ Margin to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their ~~Commitments and/or~~ Loans extended to such new Final Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) ~~specify~~ any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to in Section ~~9.02(b~~12.02(a) shall become effective prior to the ~~Latest~~ then Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender of the applicable ~~Lender~~ Class shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date for such Class and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum principal amount of the ~~Commitment and/or~~ Loans of such Class of such Lender with respect to which such ~~Lender~~ Xxxxxx agrees to the extension of the Final Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Loans of the applicable Class, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its ~~Commitment and/or Loans~~Loans of such Class, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of ~~Commitments and/or~~ Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable ~~Commitments and/or~~ Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable ~~Commitments and/or~~ Loans of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective; provided that the extended Loans of such Class shall not be (A) guaranteed by any Person other than the Guarantors or (B) secured by any asset or property other than the Collateral that secures the Obligations. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b~~2.12(b) and ~~9.04~~12.07, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or~~ Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the ~~Commitment and/or~~ Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in ~~Section 4.02~~ Sections 5.01(a) and 5.01(b) shall be satisfied (with all references in such ~~Section~~ Sections to a Borrowing being deemed to be references to such Maturity Date Extension ~~Request~~Request and all references in such Sections to the date of any such Borrowing being deemed to be references to such Extension Effective Date) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by ~~a Responsible~~ an Authorized Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate ~~the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or~~ any ~~other~~ provision of this Agreement requiring ~~the ratable reduction of Commitments or~~ the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~12.02(a). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section. (g) To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (A) customary legal opinions addressed to the Administrative Agent, the Collateral Agent and the Lenders, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Security Documents (including modifications to the Mortgages), as may be reasonably requested by the Administrative Agent in order to ensure that the enforceability of the Security Documents and the perfection and priority of the Liens thereunder are preserved and maintained.

Appears in 1 contract

Samples: First Lien Credit Agreement (Gannett Co., Inc.)

Extension of Maturity Date. ~~(a)~~ The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders and the Issuing Banks) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable~~ Commitments of any Class ~~of Commitments and/or Loans~~ (as defined below) hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the applicable Lenders and the Issuing Banks extend the Existing Maturity Date in accordance with this ~~Section~~Secti; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreementon. Each Maturity Date Extension Request shall (i) specify the ~~applicable~~ Class of Commitments ~~and/or Loans hereunder to be extended, (ii) specify~~ and the date to which the ~~applicable~~ Maturity Date is sought to be ~~extended~~extend; provided that such date is no more than one calendar year from the latest then-scheduled Maturity Dateed, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) of the applicable Class extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~10.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals ~~have~~ having been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender of the applicable ~~Lender~~ Class shall have the ~~right, but~~ right to agree or not ~~the obligation, to~~ agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender” and the Commitments of each group of Consenting Lenders (as so extended) and the Commitments of each group of Declining Lenders (not so extended) shall be considered separate “classes” (each, a “Class”)), which right may be exercised by written notice thereof, specifying the maximum amount of ~~the~~ its Commitment ~~and/or Loans~~ and, if such Lender (or a designated Affiliate of such ~~Lender~~ Lender) is then serving as an Issuing Bank, its (or its designated Affiliate’s) Issuing Bank Sublimit, with respect to which such ~~Lender~~ Xxxxxx agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ (x) that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender and (y) that, in the case of any Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank, (I) the Issuing Bank Sublimit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.4(a), the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its Issuing Bank Sublimit will be the Maturity Date in respect of such Letter of Credit Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) ~~having~~ have been obtained, except that any such modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become ~~effective.~~ effective and (biv) ~~Notwithstanding~~ in the ~~foregoing~~case of any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its Issuing Bank Sublimit, or shall have agreed to extend the Existing Maturity Date with respect to less than the entire amount of its Issuing Bank Sublimit, such Issuing Bank shall not have the obligation to issue, amend, extend or increase Letters of Credit following the Extension Effective Date, if after giving effect to any such issuance, amendment, extension or increase, the ~~Borrower shall~~ Letter of Credit Usage attributable to Letters of Credit issued by such Issuing Bank that have an expiration date after the ~~right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time~~ date that is five days prior to the Existing Maturity ~~Date,~~ Date with respect to ~~replace a Declining Lender (for~~ the ~~avoidance of doubt, only in respect of that~~ non-extended portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure its Issuing Bank Sublimit would exceed the ~~aggregate amount of the Revolving Commitments so extended);~~ extended portion (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (bif any) of ~~this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent~~ such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving LendersIssuing Bank Sublimit. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (Coupang, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 45 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~9.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this ~~Section~~Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required ~~Lenders)~~ Lenders having been obtained, if applicable), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or ~~other financial institution~~ any Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the second (2nd) Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.10, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding as of such date will not exceed the aggregate ~~Revolving~~ Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and the Borrower shall not be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding would exceed the aggregate amount of the ~~Revolving~~ Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this ~~Section~~Section 2.21, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section 2.21 and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, the Borrower shall prepay the proportionate part of the outstanding Revolving Loans and participations in LC Disbursements of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments~~; and~~. (~~iii~~d) ~~solely in respect~~ The occurrence of each Extension Effective Date shall be deemed to constitute a ~~Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date,~~ representation and warranty by the Borrower ~~shall repay all the Loans of~~ on such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of Extension Effective Date that the conditions set forth in Section ~~4.02,~~ 4.2 have been satisfied on such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective ~~Date, the conditions set forth in Section 4.02 shall be satisfied~~ Date (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request~~) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer~~). (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~9.2(b). (f) ~~The~~ Without the consent of any other Person, the Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 1 contract

Samples: Revolving Credit Agreement (CF Industries Holdings, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders and the Issuing Banks) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the applicable Lenders and the Issuing Banks extend the Existing Maturity Date in accordance with this Section; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~10.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but~~ right to agree or not ~~the obligation, to~~ agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of ~~the~~ its Commitment ~~and/or Loans~~ and, if such Lender (or a designated Affiliate of such ~~Lender~~ Lender) is then serving as an Issuing Bank, its (or its designated Affiliate’s) Issuing Bank Sublimit, with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ (x) that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender and (y) that, in the case of any Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank, (I) the Issuing Bank Sublimit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.4(a), the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its Issuing Bank Sublimit will be the Maturity Date in respect of such Letter of Credit Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained, except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become ~~effective~~effective and (iv) in the case of any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its Issuing Bank Sublimit, or shall have agreed to extend the Existing Maturity Date with respect to less than the entire amount of its Issuing Bank Sublimit, such Issuing Bank shall not have the obligation to issue, amend, extend or increase Letters of Credit following the Extension Effective Date, if after giving effect to any such issuance, amendment, extension or increase, the Letter of Credit Usage attributable to Letters of Credit issued by such Issuing Bank that have a stated expiration date after the date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its Issuing Bank Sublimit would exceed the extended portion (if any) of such Issuing Bank Sublimit. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~Article IX, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such ~~Lender~~Xxxxxx’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, the Borrower shall prepay the proportionate part of the outstanding Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new ~~Revolving~~ Borrowings made simultaneously with such repayments by the Consenting Lenders, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section ~~4.02~~ 4.2 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrower. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~10.2(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.20.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (DoorDash, Inc.)

Extension of Maturity Date. (a) The ~~Borrower~~ Borrowers may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each Bank of the ~~Lenders~~relevant Class) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the ~~Lenders~~ Banks of such Class extend the Existing Maturity Date with respect to such Class in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date with respect to such Class is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable ~~Rate~~ Margin to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting ~~Lenders (as defined below)~~ Banks in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring other approvals pursuant to ~~the provisos to~~ Section ~~9.02(b)~~ 9.5 shall become effective prior to the ~~Latest~~ Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the ~~Borrower~~Borrowers, each Bank of the applicable ~~Lender~~ Class shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each ~~Lender~~ Bank agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting ~~Lender~~Bank” and each ~~Lender~~ Bank not agreeing thereto being referred to herein as a “Declining ~~Lender~~Bank”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such ~~Lender~~ Class of such Bank with respect to which such ~~Lender~~ Bank agrees to the extension of the Maturity Date, delivered to the ~~Borrower~~ Borrowers (with a copy to the Administrative Agent) not later than a day to be agreed upon by the ~~Borrower~~ Borrowers and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the ~~Borrower~~ Borrowers (it being understood and agreed that any ~~Lender~~ Bank that shall have failed to exercise such right as set forth above ~~shall~~ shall, with respect to such Class, be deemed to be a Declining ~~Lender~~Bank). If a ~~Lender~~ Bank elects to extend only a portion of its then existing Commitment and/or ~~Loans~~Loans of the applicable Class, it will be deemed for purposes hereof to be a Consenting ~~Lender~~ Bank in respect of such extended portion and a Declining ~~Lender~~ Bank in respect of the remaining portion of its Commitment and/or ~~Loans~~Loans of such Class, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such ~~Lender~~ Bank shall be allocated ratably among the extended and non-extended portions of the Loans of such ~~Lender~~ Bank based on the aggregate principal amount of such Loans so extended and not extended. If a Consenting ~~Lenders~~ Bank shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or~~ or Loans of a Class held by them, then, subject to paragraph (dc) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or~~ or Loans shall, as to the Consenting ~~Lenders~~Banks, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting ~~Lenders~~ Banks (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals ~~(including those of the Required Lenders)~~ having been obtained) become effective. (b) Notwithstanding the foregoing, the ~~Borrower~~ Borrowers shall have the right, in accordance with the provisions of ~~Sections 2.18(b) and 9.04~~Section 9.6, at any time prior to the Existing Maturity Date, to replace a Declining ~~Lender~~ Bank (for the avoidance of doubt, only in respect of that portion of such ~~Lender~~Bank’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a ~~Lender~~ Bank or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement ~~Lender~~ Bank shall for all purposes constitute a Consenting ~~Lender~~ Bank in respect of the Commitment ~~and/or~~ or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely~~ Solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the fifth Business Day prior to the Existing Maturity Date, the ~~Borrower~~ Borrowers shall jointly and severally make prepayments of Revolving Loans (including Swingline Loans) and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i~~2.18(i), such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting ~~Lenders~~ Banks extended pursuant to this Section (and the ~~Borrower~~ Borrowers shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate~~ Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving Commitment~~ Commitments of each Declining ~~Lender~~ Bank with respect to such Class shall, to the extent not assumed, assigned or transferred as provided in paragraph (b2.22(b) of this Section, terminate, and the ~~Borrower~~ Borrowers shall repay all the ~~Revolving~~ Loans of such Class of each Declining ~~Lender~~Bank, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining ~~Lender~~ Bank hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section ~~4.02~~3.2, any such repayments of Revolving Borrowings may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting ~~Lenders~~Banks, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting ~~Lenders~~ Banks in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder ~~unless~~unless (A) with respect to a Maturity Date Extension Request in respect of Revolving Commitments, the Consenting Banks hold a majority of the then outstanding Revolving Commitments, (B) with respect to a Maturity Date Extension Request in respect of Term Loans, the Consenting Banks hold a majority of the then outstanding Term Loans and (C) in either case, on the Extension Effective Date, the conditions set forth in Section ~~4.02~~ 3.2 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of Allegion plc. (eiv) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date with respect to any Class in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments ~~and the~~ or Loans of the Consenting ~~Lenders~~ Banks effected pursuant thereto, shall be deemed to (i) violate ~~the last sentence of~~ Section ~~2.07(c) or Section 2.17(b) or 2.17(c~~2.21(a) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all ~~Lenders~~ Banks or all affected ~~Lenders~~ Banks or all affected Banks of a Class under Section ~~9.02(b)~~9.5. (fv) The ~~Borrower~~Borrowers, the Administrative Agent and the Consenting ~~Lenders~~ Banks may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Credit Agreement (Allegion PLC)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects option to extend ~~only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of~~ the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Initial Maturity Date of the ~~applicable Commitments and/or Loans shall, as~~ Facility to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Initial Extended Maturity Date (the “Initial Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(iOption”), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the following conditions (in the sole but good faith discretion of the Lender): (a) the Borrower shall have given the Lender written notice (each, an “Extension Notice”) of the Borrower’s request to exercise the Initial Extension Option, at least sixty (60), but not more than one hundred twenty (120) days prior to the Initial Maturity Date; (b) the Borrower shall have paid or caused to be paid the non-refundable Extension Fee on or before the date that the applicable Initial Extension Option is effective (such date of effectiveness, the “Initial Extension Effective Date”); (c) no Event of Default shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Notice; (d) no event of default under any of the Property Loan Documents constituting Material Debt shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Notice; (e) the Borrower shall have paid all third-party costs and expenses and all other reasonable and documented costs and expenses actually incurred by the Lender in connection with such extension, including without limitation, underwriting and title costs and the costs and reasonable and documented expenses of legal counsel; (f) all representations and warranties set forth in ~~Section 4.02~~the Loan Documents shall be true and correct as if remade on such date, ~~such repayments may be funded~~ after giving effect to changes in facts or circumstances since the Closing Date permitted by the Loan Documents and disclosed to the Lenders in writing; (g) the Borrower and its Subsidiaries are in compliance with the ~~proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders~~ covenants contained in ~~accordance with their extended Revolving Commitments;~~ Section 5.04 immediately before and ~~(iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans~~, on ~~the Existing Maturity Date~~a pro forma basis, immediately after such extension, together with supporting information demonstrating such compliance; and (h) the Borrower shall ~~repay all~~ have provided such other information as is otherwise reasonably requested by the ~~Loans~~ Lender in connection with such extension. (b) The Borrower shall have the additional option to extend the Initial Extended Maturity Date of ~~such Class of each Declining Lender,~~ the Facility to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed thatAdditional Extended Maturity Date (the “Additional Extension Option”), subject to satisfaction of the following conditions (in the sole but good faith discretion of the Lender): (a) the Borrower shall have given the Lender an Extension Notice of the Borrower’s request to exercise the Additional Extension Option, at least sixty (60), but not more than one hundred twenty (120) days prior to the applicable Maturity Date; (b) the Borrower shall have paid or caused to be paid the non-refundable Additional Extension Fee on or before the date that the applicable Additional Extension Option is effective (such date of effectiveness, the “Additional Extension Effective Date”); (c) no Event of Default shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Notice; (d) no event of default under any of the Property Loan Documents constituting Material Debt shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Notice; (e) the Borrower shall have paid all third-party costs and expenses and all other reasonable and documented costs and expenses actually incurred by the Lender in connection with such extension, including without limitation, underwriting and title costs and the costs and reasonable and documented expenses of legal counsel; (f) all representations and warranties set forth in ~~Section 4.02~~the Loan Documents shall be true and correct as if remade on such date, ~~such repayments may be funded~~ after giving effect to changes in facts or circumstances since the Closing Date permitted by the Loan Documents and disclosed to the Lenders in writing; (g) the Borrower and its Subsidiaries are in compliance with the ~~proceeds of new Revolving Borrowings made simultaneously~~ covenants contained in Section 5.04 immediately before and, on a pro forma basis, immediately after such extension, together with supporting information demonstrating such compliance; and (h) the Borrower shall have provided such other information as is otherwise reasonably requested by the Lender in connection with such ~~repayments by the Revolving Lenders~~extension. (dc) ~~Notwithstanding~~ In the ~~foregoing~~event that an extension of the Facility is effected pursuant to this Section 2.16 (but subject to the provisions of Sections 2.05, no 2.06 and 6.01), the aggregate principal amount of all Advances shall be repaid in full ratably to the Lenders on the Maturity Date as so extended. As of an Extension ~~Request shall become effective hereunder unless, on the Extension Effective~~ Date, ~~the conditions set forth in Section 4.02 shall be satisfied (with~~ any and all references in ~~such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and~~ this Agreement, the ~~Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding~~ Term Loan Notes, if any, or any ~~provision~~ of ~~this Agreement~~ the other Loan Documents to the ~~contrary, it is hereby agreed that no extension of an Existing~~ “Maturity Date” with respect to the Facility shall refer to the Maturity Date in ~~accordance with the express terms of this Section, or any amendment or modification~~ respect of the ~~terms and conditions of~~ Facility, as the ~~Commitments and the Loans of the Consenting Lenders effected pursuant thereto~~case may be, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)as so extended. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Credit Agreement (Trinity Place Holdings Inc.)

Extension of Maturity Date. (a) The Borrower may, by ~~delivery of a Maturity Date Extension Request~~ notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each of~~ notify the Lenders~~) not less than ten days (or~~ ), request that each Lender extend such ~~shorter period as agreed to by the Administrative Agent) prior to the then existing~~ Lender’s Maturity Date to a date that is one year after the Maturity Date then in effect for such Lender (it being agreed at no time shall any such extended Maturity Date result in a total maturity length ofbe more than 5five years under this Agreement fromafter the ~~applicable Class~~ effective date of ~~Commitments and/or Loans hereunder to be extended~~ any such extension) (the “Existing Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is 15 days after the date on which the Administrative Agent received the Borrower’s extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Maturity Date, an “Extending Lender”, and each other Lender, a “Non-Extending Lender”), provided that any Lender that does not so advise the ~~Lenders extend~~ Administrative Agent on or before the ~~Existing Maturity~~ Lender Notice Date ~~in accordance with this Section. Each Maturity Date Extension Request~~ shall ~~(i) specify the applicable Class of Commitments and/or Loans hereunder~~ be deemed to be ~~extended, (ii) specify~~ a Non- Extending Lender. The Administrative Agent shall notify the ~~date~~ Borrower of each Lender’s determination under this Section promptly upon receiving notice thereof from such Lender. The election of any Lender to ~~which the applicable Maturity Date is sought~~ agree to ~~be extended, (iii) specify the changes, if any,~~ such extension shall not obligate any other Lender to ~~the Applicable Rate to be applied in determining the interest payable on the Loans of~~so agree, and ~~fees payable hereunder to, Consenting Lenders (as defined below) in respect~~ it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of ~~that portion of their Commitments and/or Loans extended to such new Maturity Date and~~ the ~~time as of which such changes will become effective (which may be prior to the Existing~~ Maturity Date. (c) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender The Borrower shall have the right, but shall not ~~the obligation~~be obligated, ~~to agree to the extension of the Existing Maturity Date and other matters contemplated thereby~~ on ~~the terms and subject to the conditions set forth therein (each Lender agreeing to~~ or before the Maturity Date ~~Extension Request being referred~~ applicable to ~~herein~~ any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “~~Consenting Lender~~Lenders” ~~and each Lender not agreeing thereto being referred to herein as a~~ under this Agreement in place thereof, one or more financial institutions (each, an “~~Declining~~ Additional Commitment Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner procedures set forth in Section ~~2.04(i~~2.18(b). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Maturity Date), ~~such that, after giving effect~~ to ~~such prepayments~~ become an Extending Lender. (d) If (and ~~such provision~~ only if) the total of ~~cash collateral,~~ the ~~Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving~~ Commitments of the ~~Consenting~~ Lenders ~~extended pursuant~~ that have agreed to ~~this Section (~~extend their Maturity Date and the ~~Borrower shall not be permitted thereafter to request~~ new or increased Commitments of any ~~Revolving Loan or any issuance, amendment, renewal or extension~~ Additional Commitment Lenders is more than 50% of ~~a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed~~ the aggregate amount of the ~~Revolving~~ Commitments ~~so extended~~in effect immediately prior to the applicable Extension Date, then, effective as of the first date on which the foregoing conditions shall have been satisfied (the “Extension Date”)~~; (ii) solely in respect of a~~ , the Maturity Date ~~Extension Request~~ of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that has ~~become effective~~ been requested by the Borrower pursuant to (and approved in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (baccordance with) of this Section, ~~terminate,~~ and each Additional Commitment Lender shall thereupon become a Lender for all purposes of this Agreement and shall be bound by the ~~Borrower~~ provisions of this Agreement as a Lender hereunder and shall ~~repay all~~ have the ~~Revolving Loans~~ obligations of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining a Lender hereunder, ~~it being understood and agreed that,~~ provided that any extension of any Maturity Date pursuant to this Section shall be subject to ~~satisfaction of~~ the ~~conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments~~ receipt by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent ~~shall have received~~ of a certificate ~~to that effect~~ dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification Financial Officer of the ~~terms~~ Borrower certifying that the conditions set forth in paragraphs (a) and ~~conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to~~ (ib) ~~violate the last sentence~~ of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.4.02 are satisfied. is permitted hereunder;

Appears in 1 contract

Samples: Extension and Amendment Agreement (Northrop Grumman Corp /De/)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Revolving Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their Commitments ~~and/or Loans~~ (and related Revolving Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such ~~Lender~~ Xxxxxx agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request AMERICAS 120615873 shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.19 and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such ~~Lender~~Xxxxxx’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: ~~(i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ 1. not later than the Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.11, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate Revolving Exposure~~ aggregate credit exposures outstanding as of such date will not exceed the aggregate ~~Revolving~~ Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and the Borrower shall not be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate Revolving Exposure~~ aggregate credit exposures outstanding would exceed the aggregate amount of the ~~Revolving~~ Commitments so extended);; and ~~(ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ 2. on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section, be permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the outstanding Revolving Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such AMERICAS 120615873 Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Revolving Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.09(c) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 1 contract

Samples: Credit Agreement (NEWMONT Corp /DE/)

Extension of Maturity Date. (a) ~~The~~ Borrower may, ~~by delivery of a Maturity Date Extension Request to~~ at its option, extend the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the ~~applicable Class of Commitments and/or Loans hereunder~~ Loan to ~~be extended (the “Existing Maturity Date”)~~August 10, ~~request~~ 1999, provided that ~~the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall~~ (i) ~~specify~~ Borrower shall deliver to Lender a written notice of Borrower's desire to so extend the ~~applicable Class of Commitments and/or Loans hereunder~~ Maturity Date no earlier than ninety (90) days prior to ~~be extended,~~ the original Maturity Date and no later than sixty (60) days prior to the original Maturity Date; (ii) ~~specify~~ no Default or Event of Default shall have occurred and be continuing as of the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such ~~Lender with respect to which such Lender agrees to the~~ extension of the Maturity Date~~, delivered~~ ; (iii) Borrower shall pay Lender no later than thirty (30) days prior to the ~~Borrower (with~~ original Maturity Date a ~~copy to~~ non-refundable extension fee in the ~~Administrative Agent) not later than a day to be agreed upon by~~ amount of 0.25% of the ~~Borrower and~~ outstanding principal amount of the ~~Administrative Agent following~~ Loan as of the date on which Borrower delivers to Lender written notice of Borrower's desire to so extend the Maturity Date; (iv) the Debt Service Coverage ratio with respect to the twelve (12) full months immediately preceding the date on which Borrower delivers to Lender written notice of Borrower's desire to so extend the Maturity Date ~~Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above~~ shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect no less than 1.30; (v) the LTV Ratio as of the ~~remaining portion~~ date on which Borrower delivers to Lender written notice of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans Borrower's desire to so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in extend the Maturity Date ~~Extension Request as the effective date thereof~~ shall not exceed sixty-five percent (~~the “Extension Effective Date”), (i~~65%) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (~~iii~~vi) ~~such other modifications and amendments hereto specified in the Maturity Date Extension Request shall~~ no later than thirty (~~subject to any required approvals (including those of the Required Lenders~~30) ~~having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time~~ days prior to the ~~Existing~~ original Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall ~~make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i)~~deliver to Lender such financial statements, such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees appraisals and other ~~amounts owing~~ materials as are reasonably necessary for Lender to ~~such Declining Lender hereunder, it being understood and agreed that, subject to~~ confirm Borrower's satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions ~~of the Commitments~~ set forth in clauses (i)-(v) above and ~~the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed~~ that no material adverse change has occurred with respect to ~~(i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments~~ Borrower or the ~~ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)~~Properties. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Loan Agreement (Capstar Hotel Co)

Extension of Maturity Date. (a) ~~The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders)~~ Not more than 90 days and not less than ~~ten~~ 60 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing~~ Maturity Date”), the Borrower may request in writing that the Lenders extend the ~~Existing~~ Maturity Date for an additional 364 days. Each Lender shall provide the Administrative Agent, not less than 15 days prior to the Maturity Date, with written notice of whether it agrees to extend the Maturity Date. Each decision by a Lender shall be in its sole discretion and failure by a Lender to give timely written notice hereunder shall be deemed a decision by such Lender not to extend the Maturity Date. If Lenders whose combined Revolving Loan Commitment Percentages equal at least 80% (the "Extension Required Lenders"; each Lender agreeing to extend the Maturity Date is referred to herein as an "Extending Lender") timely agree in writing to extend the Maturity Date, then the Maturity Date with respect to each Extending Lender's respective Commitment shall be extended for an additional 364 days pursuant to a duly executed written amendment to this Credit Agreement. (b) If any Lender fails to agree to extend the Maturity Date (a "Refusing Lender"), then the Borrower may, prior to the Maturity Date, request, in its own discretion and at its own expense, any of the Refusing Lenders (and each Refusing Lender shall be required to transfer and assign upon such request) to transfer and assign in whole (but not in part), without recourse (in accordance with and subject to the terms of Section 11.3(b)), all of its interests, rights and obligations under this ~~Section. Each Maturity Date Extension Request shall~~ Credit Agreement to an Eligible Assignee or Eligible Assignees (which may be one or more existing Lenders if any existing Lender accepts such assignment); provided that (i) ~~specify the applicable Class~~ such assignment or assignments shall not conflict with any law, rule, regulation or order of ~~Commitments and/or Loans hereunder to be extended~~any court or other Governmental Authority, (ii) ~~specify~~ the Borrower or such Eligible Assignee or Eligible Assignees shall pay to the Refusing Lenders in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Loans hereunder held by such Refusing Lenders and all other amounts owed to ~~which~~ such Refusing Lenders hereunder, as well as any processing fee owing to the ~~applicable Maturity Date is sought to be extended~~Administrative Agent under Section 11.3(b), (iii) ~~specify~~ the ~~changes, if any, to the Applicable Rate to be applied in determining the interest payable on~~ maturity date of the Loans ~~of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended~~ transferred to such ~~new~~ Eligible Assignee shall be the Maturity Date ~~and the time~~ as ~~of which such changes will become effective (which may be prior to the Existing Maturity Date~~extended in accordance with Section 2.5(a) above and (iv) ~~specify any other amendments~~ such transfer and assignment must occur on or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ Maturity ~~Date unless~~ Date. (c) If there exists any Refusing Lender, and such ~~other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered~~ Refusing Lender is not required by the ~~Borrower~~Borrower to transfer and assign its interests as set forth in clause (b) above, ~~each applicable Lender shall have~~ then the ~~right~~Borrower shall, ~~but not~~ on the ~~obligation~~Maturity Date, ~~to agree to the extension~~ do one of the ~~Existing Maturity Date and other matters contemplated thereby on~~ following: (i) as long as the ~~terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date~~ Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees Required Lenders consent to the extension of the Maturity Date, ~~delivered to the Borrower~~ (~~with a copy to the Administrative Agent~~A) ~~not later than a day to be agreed upon by the Borrower and~~ notify the Administrative Agent ~~following the date on which~~ in writing that it wishes to (and each such Extending Lender shall agree to) extend the Maturity Date ~~Extension Request shall have been delivered by~~ with a Revolving Loan Committed Amount equal to the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect combined Commitments of the ~~remaining portion of its Commitment and/or Loans,~~ Extending Lenders and ~~the aggregate principal amount of each Type of~~ (B) either (x) pay all outstanding Loans of the ~~applicable Class of such Lender shall be allocated ratably among~~ Refusing Lenders and any other amounts owing to the ~~extended~~ Refusing Lenders, and ~~non-extended portions~~ terminate the Commitments of the ~~Loans of such Lender based on~~ Refusing Lenders or (y) convert the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or outstanding Loans of the ~~Consenting~~ Refusing Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to ~~any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right,~~ a term loan in accordance with the ~~provisions~~ terms of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended2.5(c)(iii)(B); (ii) ~~solely~~ pay all outstanding Loans in ~~respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments~~full, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest thereon and all ~~fees and~~ other ~~amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded~~ sums with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitmentsrespect thereto; ~~and~~or (iii) ~~solely in respect~~ as long as no Default or Event of a Default exists and is continuing, (A) if the Extension Required Lenders do not consent to extend the Maturity Date ~~Extension Request~~ in accordance with Section 2.5(a) above, notify the Administrative Agent in writing that, as of the Maturity Date, it is converting the outstanding Loans to a term loan which, together with accrued but unpaid interest and all other sums owing with respect thereto, shall be repaid in eight equal quarterly payments (with payments due on each three-month anniversary of the Maturity Date) until all amounts have been paid in full; provided that ~~has become effective in respect of a Class of Term Loans, on~~ after the ~~Existing~~ Maturity Date, the Borrower ~~shall repay all~~ may no longer request, and the Lenders are no longer obligated to make, new Loans; and (B) if the Extension Required Lenders do consent to extend the Maturity Date in accordance with Section 2.5(a) above, then the Borrower may, with respect to the outstanding Loans owed to any Refusing Lender, elect to notify the Administrative Agent in writing that, as of the Maturity Date, it is converting the Loans of ~~such Class of~~ each ~~Declining Lender~~Refusing Lender to a term loan which, ~~to the extent such Loans shall not have been so purchased, assigned and transferred, in each case~~ together with accrued ~~and~~ but unpaid interest and all ~~fees and~~ other ~~amounts~~ sums owing ~~to such Declining Lender hereunder~~with respect thereto, ~~it being understood and agreed that, subject to satisfaction~~ shall be repaid in eight equal quarterly payments (with payments due on each three-month anniversary of the ~~conditions set forth~~ Maturity Date) until all amounts have been paid in ~~Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders~~full. (d) ~~Notwithstanding~~ If the ~~foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on~~ Borrower exercises its option to term out all or a portion of the ~~Extension Effective Date, the conditions~~ outstanding Loans as set forth in Section ~~4.02~~ 2.5(c)(iii) above, (i) all principal amounts converted into the term loan shall be ~~satisfied (with all references in such Section to a Borrowing being deemed~~ considered to be ~~references to~~ Revolving Loans and (ii) interest shall accrue on such ~~Maturity Date Extension Request) and~~ Revolving Loans, at the ~~Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer~~option of the Borrower, in accordance with the terms of Section 3.1. (e) ~~Notwithstanding any provision~~ If the Maturity Date with respect to all or part of the Loans is extended in accordance with this ~~Agreement~~ Section 2.5, then the Borrower shall have the same right to request further extensions not more than 90 days and not less than 60 days prior to the ~~contrary, it is hereby agreed that no extension of an Existing~~ new Maturity Date in accordance with Section 2.5(a) above and as long as the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date ~~Extension Request that has become effective~~ is extended in accordance with this Section 2.5, then the ~~provisions of this Section~~Borrower shall have the same right to request further extensions on the same terms with respect to new Maturity Dates thereafter.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Pulte Corp)

Extension of Maturity Date. ~~(a) The Borrower may, by delivery of a Maturity Date Extension Request~~ Subject to the ~~Administrative Agent~~ provisions of this Section 2.09(d), the Borrower shall have two (~~which shall promptly deliver a copy thereof~~ 2) one-year options to extend the Initial Maturity Date, subject to the satisfaction of each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall following conditions: (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, Subject to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) provisions of this ~~Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”~~Section 2.09(d)(i), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the ~~right~~option to extend the Initial Maturity Date to July 25, ~~in accordance with~~ 2017 (the ~~provisions~~ “First Extended Maturity Date”), subject to the satisfaction of ~~Sections 2.18(b~~each of the following conditions: (A) ~~and 9.04~~The Borrower shall notify the Administrative Agent of the exercise of the extension option at least 30 days, ~~at any time~~ but not more than 120 days, prior to the ~~Existing~~ Initial Maturity Date; (B) No Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date and after giving effect to the extension; (C) The aggregate Determined Borrowing Base Value for the Borrowing Base Properties shall be calculated as provided in the definitions of those terms immediately prior to the Initial Maturity Date. Any Determined Appraised Value shall be calculated based on the Appraisals prepared or updated at the Borrower’s expense not more than 12 months prior to the Initial Maturity Date and delivered to the Administrative Agent at least 60 days prior to the Initial Maturity Date; (D) The aggregate Credit Exposure of all of the Lenders shall be less than or equal to the Maximum Loan Amount, as adjusted in connection with the Appraisals obtained pursuant to clause (C) above in this Section 2.09(d)(i); (E) The Borrower shall, on the Initial Maturity Date, pay to ~~replace a Declining Lender~~ the Administrative Agent (for the ~~avoidance~~ pro rata benefit of ~~doubt, only in respect~~ the Lenders based on their respective Commitments on such date) an extension fee equal to (A) 20.0 basis points multiplied by (B) the aggregate amount of ~~that portion~~ all Commitments as of such ~~Lender’s Commitment and/or Loans subject to a~~ date (whether funded or unfunded) and shall have paid all other outstanding fees, expenses or other amounts that are then due and invoiced reasonably in advance of the Initial Maturity Date ~~Extension Request that it has not agreed~~ and for which the Borrower is responsible hereunder; (F) The Borrower shall have delivered to ~~extend) with~~ the Administrative Agent a ~~Lender~~ certificate of the Borrower dated as of the Initial Maturity Date signed by an officer of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or ~~other financial institution that will agree~~ consenting to such ~~Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect~~ extension; (G) At the time of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect exercise of the ~~Revolving Commitments, not later than the Existing Maturity Date~~extension hereunder, the Borrower shall ~~make prepayments of Revolving Loans and shall provide cash collateral~~ have delivered (A) a Compliance Certificate demonstrating that the Borrower is in ~~respect of Letters of Credit in~~ compliance with the ~~manner~~ covenants set forth in ~~Section 2.04(i~~Sections 2.05(f) and 6.07 as of the end of the most recent Measuring Period ending at least forty-five days prior to Initial Maturity Date and (B) a certificate of a Financial Officer certifying that such officer has no knowledge of any change since the end of such applicable Measuring Period that would cause the Borrower to not be in compliance with the covenants set forth in Sections 2.05(f), ~~such that~~6.01, 6.04 and 6.07; and (H) The Borrower and the Guarantors shall deliver to the Administrative Agent a reaffirmation of their respective obligations under the Loan Documents (after giving effect to ~~such prepayments~~ the extension), which reaffirmation shall be in form and ~~such provision~~ substance reasonably satisfactory to the Administrative Agent. (ii) Subject to the provisions of ~~cash collateral~~this Section 2.09(d)(ii), the ~~Aggregate Revolving~~ Borrower shall have the option to extend the First Extended Maturity Date to July 25, 2018 (the “Second Extended Maturity Date”), subject to the satisfaction of each of the following conditions: (A) The Borrower shall notify the Administrative Agent of the exercise of the extension option at least 30 days, but not more than 120 days, prior to the First Extended Maturity Date; (B) No Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date and after giving effect to the extension; (C) The aggregate Determined Borrowing Base Value for the Borrowing Base Properties shall be calculated as provided in the definitions of those terms immediately prior to the First Extended Maturity Date. Any Determined Appraised Value shall be calculated based on the Appraisals prepared or updated at the Borrower’s expense not more than 12 months prior to the First Extended Maturity Date and delivered to the Administrative Agent at least 60 days prior to the First Extended Maturity Date; (D) The aggregate Credit Exposure of all of the Lenders shall be less than or equal to the Maximum Loan Amount, as adjusted in connection with the Appraisals obtained pursuant to clause (C) above in this Section 2.09(d)(ii); (E) The Borrower shall, on the First Extended Maturity Date, pay to the Administrative Agent (for the pro rata benefit of the Lenders based on their respective Commitments on such date) an extension fee equal to (A) 20.0 basis points multiplied by (B) the aggregate amount of all Commitments as of such date ~~will not exceed the aggregate Revolving Commitments~~ (whether funded or unfunded) and shall have paid all other outstanding fees, expenses or other amounts that are then due and invoiced reasonably in advance of the ~~Consenting Lenders extended pursuant~~ First Extended Maturity Date and for which the Borrower is responsible hereunder; (F) The Borrower shall have delivered to ~~this Section~~ the Administrative Agent a certificate of the Borrower dated as of the First Extended Maturity Date signed by an officer of the Borrower certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension; (~~and~~ G) At the time of the exercise of the extension hereunder, the Borrower shall ~~not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of~~ have delivered (A) a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request Compliance Certificate demonstrating that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower ~~shall repay all~~ is in compliance with the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions covenants set forth in ~~Section 4.02,~~ Sections 2.05(f) and 6.07 as of the end of the most recent Measuring Period ending at least forty-five days prior to First Extended Maturity Date and (B) a certificate of a Financial Officer certifying that such ~~repayments may~~ officer has no knowledge of any change since the end of such applicable Measuring Period that would cause the Borrower to not be ~~funded~~ in compliance with the ~~proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders~~covenants set forth in Sections 2.05(f), ~~which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments~~6.01, 6.04 and 6.07; and (~~iii~~H) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on~~ The Borrower and the ~~Existing Maturity Date, the Borrower~~ Guarantors shall ~~repay all the Loans of such Class of each Declining Lender,~~ deliver to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent ~~shall have received~~ a ~~certificate to that~~ reaffirmation of their respective obligations under the Loan Documents (after giving effect ~~dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement~~ to the ~~contrary~~extension), it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, which reaffirmation shall be ~~deemed~~ in form and substance reasonably satisfactory to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this SectionAgent.

Appears in 1 contract

Samples: Credit Agreement (American Realty Capital Global Trust, Inc.)

Extension of Maturity Date. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof: (a) ~~The Borrower may, by delivery~~ the entire aggregate principal amount of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) ~~specify~~ the ~~applicable Class~~ Existing Revolving Credit Loans of ~~Commitments and/or~~ each Revolving Credit Lender that delivers an executed signature page to this Amendment (each such Lender, an “Extending Lender”) is hereby re-classified as the Tranche B Revolving Credit Loans ~~hereunder to be extended~~(as defined in the Credit Agreement) with the same aggregate principal amount as the Existing Revolving Credit Loans of such Extending Lenders, (ii) ~~specify~~ the ~~date~~ Existing Revolving Credit Loans of each Revolving Credit Lender that does not deliver an executed signature page to ~~which~~ this Amendment (each such Lender, a “Non-Extending Lender”) is hereby re-classified as the ~~applicable Maturity Date is sought to be extended~~Tranche A Revolving Credit Loans (as defined in the Credit Agreement) with the same aggregate principal amount as the Existing Revolving Credit Loans of such Non-Extending Lenders, (iii) ~~specify~~ the ~~changes, if any, to~~ Existing Revolving Credit Commitments of each Extending Lender is hereby re-classified as the ~~Applicable Rate to be applied~~ Tranche B Revolving Credit Commitments (as defined in ~~determining~~ the ~~interest payable on~~ Credit Agreement) with the ~~Loans of,~~ same aggregate principal amount as the Existing Revolving Credit Commitments of such Extending Lenders and ~~fees payable hereunder to, Consenting Lenders~~ (iv) the Existing Revolving Credit Commitments of each Non-Extending Lender is hereby re-classified as the Tranche A Revolving Credit Commitments (as defined in the Credit Agreement) with the same aggregate principal amount as the Existing Revolving Credit Commitments of such Non-Extending Lenders. On the Amendment No. 5 Effective Date (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications ), after giving effect to this ~~Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to~~ Amendment, the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum aggregate principal amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, Tranche A Revolving Credit Commitments and the aggregate principal amount of ~~each Type of Loans of~~ the ~~applicable Class of such Lender~~ Tranche B Revolving Credit Commitments shall be ~~allocated ratably among the extended and non-extended portions of the Loans of such Lender based~~ as set forth on ~~the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have~~ Schedule I hereto; and (b) it is agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), that (i) the ~~Existing Maturity Date of the applicable~~ Tranche A Revolving Credit Commitments ~~and/or Loans shall, as to the Consenting Lenders, be extended to such date as~~ shall be ~~specified therein~~deemed to be an “Existing Revolver Tranche”, (ii) the ~~terms and conditions of the applicable~~ Tranche B Revolving Credit Commitments ~~and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof)~~ shall be ~~modified as set forth in the Maturity Date Extension Request~~ deemed to be “Extended Revolving Credit Commitments” and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving ~~Commitments, not later than~~ Credit Lenders under the ~~Existing Maturity Date, the Borrower~~ Tranche B Revolving Credit Facility party hereto shall ~~make prepayments of~~ be deemed to be “Extending Revolving ~~Loans and shall provide cash collateral in respect of Letters of~~ Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferredLenders”, in each case ~~together with accrued~~ under and ~~unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth~~ as defined in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving LendersCredit Agreement. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Credit Agreement (Change Healthcare Holdings, Inc.)

Extension of Maturity Date. (a) ~~The~~ Borrower may, by ~~delivery of a Maturity Date Extension Request~~ notice to ~~the~~ Administrative Agent from time to time request an extension (~~which shall promptly deliver a copy thereof to each~~ each, an “Extension”) of the ~~Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing~~ Maturity Date for all or a portion of the ~~applicable Class of~~ Loans and Commitments ~~and/or Loans hereunder to~~ be extended (to the ~~“Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date~~ extended maturity date specified in ~~accordance with this Section~~such notice. ~~Each Maturity Date Extension Request~~ Such notice shall ~~(i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify~~ set forth the date ~~to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable~~ on ~~the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of~~ which such ~~changes will~~ Extension is requested to become effective (which ~~may~~ shall be ~~prior~~ not less than thirty (30) days nor more than sixty (60) days after the date of such Extension notice (or, at the request of Borrower, such longer or shorter periods as Administrative Agent shall agree in its sole discretion)). Each Lender shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender pursuant to procedures established by, or reasonably acceptable to, Administrative Agent and Borrower and such Extension Offer shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the ~~Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request~~Lenders); provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have ~~the right, but not the obligation,~~ any obligation to ~~agree~~ accept any Extension Offer and any failure by a Lender to ~~the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject~~ respond to ~~the conditions set forth therein (each Lender agreeing to the Maturity Date~~ an Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above Offer shall be deemed to be a ~~Declining Lender)~~rejection of such Extension Offer. If ~~a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof~~ Lenders holding Commitments that equal or exceed the amount requested to be ~~a Consenting Lender~~ extended in ~~respect of~~ the relevant Extension Offer shall have accepted such Extension Offer (each such accepting Lender, an “Extending Lender”), then the Maturity Date for the Extending Lenders shall be extended ~~portion and a Declining Lender~~ as set forth in ~~respect of the remaining portion of its Commitment and/or Loans, and~~ such Extension Offer. If the aggregate principal amount of Commitments in respect of which Extending Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments subject to the Extension Offer as set forth in the Extension notice, then the Commitments of Extending Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Extending Lenders have accepted such Extension Offer. In the event of such extension, the Commitment of each ~~Type~~ Non-Extending Lender (as defined below) shall terminate on the existing Maturity Date in effect for such Non-Extending Lender prior to such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such existing Maturity Date and, subject to Section 2.16(c) below, the Aggregate Commitments hereunder shall be reduced by the Commitments of the Non-Extending Lenders so terminated on such existing Maturity Date. (b) The following shall be conditions precedent to the effectiveness of any Extension: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and after giving effect to such Extension, (ii) the representations and warranties of Borrower set forth in Article V and in each other Loan Document shall be deemed to be made and shall be true and correct in all material respects on and as of the effective date of such Extension, except (w) to the extent that such representations and warranties are already qualified by materiality, in which case they are true and correct in all respects, (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (y) that (I) the representations and warranties contained in subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; and (II) the representations and warranties contained in Section 5.13 shall be deemed to refer to the most recent update to Schedule 5.13 furnished pursuant to Section 6.02(a)(ii), and (III) the representations and warranties contained in the first and second sentences of Section 5.21 shall be deemed to refer to the most recent update to Schedule 5.21 furnished pursuant to Section 6.02(a)(i), (iii) the applicable ~~Class~~ L/C Issuers shall have consented to any Extension, to the extent that such Extension provides for the issuance or extension of Letters of Credit issued by such L/C Issuer at any time during the extended period, and (iv) the terms of such Extended Revolving Credit Commitments shall comply with clause (d) of this Section 2.16. (c) Borrower shall have the right to replace each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”) with, and add as a Lender under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 10.13; provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption (or a joinder agreement, Commitment increase agreement or other similar agreement, as applicable) pursuant to which such Additional Commitment Lender shall, effective as of the Maturity Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to any other Commitment of such Lender hereunder on such date). (d) The terms of each Extension shall be ~~allocated ratably among~~ determined by Administrative Agent, Borrower and the applicable Extending Lenders and set forth in an amendment to this Agreement (an “Extension Amendment”); provided that (i) the final maturity date of any Extended Revolving Credit Commitment shall be no earlier than the existing Maturity Date, (ii) there shall be no scheduled amortization of the loans or scheduled reductions of commitments under any Extended Revolving Credit Commitments, (iii) the existing Loans will not be contractually subordinated in right of payment to the Extended Revolving Loan Commitments, and the borrower and guarantors (if any) of the Extended Revolving Credit Commitments shall be the same as Borrower and guarantors (if any) with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees, and premium applicable to any Extended Revolving Credit Commitment (and the Extended Revolving Loans thereunder) from and after the Maturity Date of non-extended Commitments shall be determined by Borrower and the applicable Extending Lenders, (v) prepayment of Extended Revolving Loans, or reductions of Extended Revolving Credit Commitments, and participation in Letters of Credit, shall be on a pro rata basis with the other Loans or Commitments (other than upon the maturity of the non-extended Loans and Commitments) and (vi) the terms of the Extended Revolving Credit Commitments shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above). (e) In connection with any Extension, Borrower, Administrative Agent and each applicable Extending Lender shall execute and deliver to Administrative Agent an Extension Amendment and such other documentation as Administrative Agent shall reasonably specify to evidence the Extension. Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Revolving Credit Commitments as a new tranche of Commitments or Loans, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of Administrative Agent and Borrower in connection with the establishment of such new tranche (including to preserve the pro rata treatment of the extended and non-extended ~~portions~~ tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”commitments under any tranche), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case ~~together~~ on terms consistent with ~~accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in~~ this Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.2.16. This

Appears in 1 contract

Samples: Credit Agreement (Franklin Street Properties Corp /Ma/)

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Vectrus, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section.~~ Section 2.22; provided that (i) no Event of Default shall have occurred and be continuing at the time a Maturity Extension Request is delivered to the Lenders or at the time of the applicable extension, (ii) except as to interest rates, fees, amortization and final maturity (which shall be subject to the requirements of this Section 2.22, be determined by the Borrower and set forth in the relevant Maturity Date Extension Request), the Commitments and/or Loans extended pursuant to a Maturity Date Extension Request shall have the same terms as the original Commitments and/or Loans subject to such Maturity Date Extension Request (except for modification to such terms that do not become effective until after the Latest Maturity Date), (iii) the weighted average life to maturity of any extended Term Loan shall not be shorter than the remaining weighted average life to maturity of the Term Loans extended thereby and (iv) no tranche of extended Commitments and/or Loans shall be in an amount less than $60,000,000, unless this requirement is waived by the Administrative Agent. (b) Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ then Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right but not the ~~obligation,~~ obligation to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (de) of this ~~Section~~Section 2.22, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (bc) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b~~2.19(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution reasonably satisfactory to the Administrative Agent (provided that the consent of the Administrative Agent shall not be required if such other financial institution is an Affiliate of a Lender or an Approved Fund) and, if such Declining Lender is a Revolving Lender, each Issuing Bank and the Swingline Lender, that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such ~~replacement~~replacement (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance); provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to obtain a replacement Lender; provided further that (i) the applicable assignee shall have agreed to provide the Commitment and/or Loans so assigned on the terms set forth in such Maturity Date Extension Request and (ii) all obligations of the Borrower owing to the Declining Lender relating to the Commitments and/or Loans so assigned (including all accrued interest, fees and all other amounts payable in respect thereof) shall be paid in full at no less than the market value thereof by the assignee to such Declining Lender concurrently with such assignment and assumption (with the Borrower paying to such Declining Lender the difference between the price so paid by the assignee and par). (cd) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the fifth Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i~~2.05(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section 2.22 (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate~~ aggregate Revolving Exposure of all Revolving Lenders would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (bc) of this ~~Section~~Section 2.22, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (de) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (ef) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.22, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.08(c) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (fg) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.22. In connection with such amendment, the Borrower shall, if requested by the Administrative Agent, deliver a customary opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such amendment, this Agreement as amended thereby and such of the other Loan Documents (if any) as may be amended thereby.

Appears in 1 contract

Samples: Credit Agreement (Crown Castle International Corp)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section; provided that the Borrower may not make more than two Maturity Date Extension Requests following the Restatement Effective Date. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~9.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required ~~Lenders)~~ Lenders having been obtained, if applicable), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.16 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, the Borrower shall prepay the proportionate part of the outstanding Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new ~~Revolving~~ Borrowings made simultaneously with such repayments by the Consenting Lenders, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section ~~4.02~~ 4.2 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.6(c) or Section ~~2.17(b) or 2.17(c~~2.15(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.9.2

Appears in 1 contract

Samples: Revolving Credit Agreement (Zynga Inc)

Extension of Maturity Date. (a) The ~~Borrower~~ Company may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Banks) not less than ~~ten days (~~30 days, or ~~such shorter period as agreed to by the Administrative Agent)~~ more than 90 days, prior to the then existing Maturity Date ~~for the applicable Class of Commitments and/or Loans hereunder to be extended~~ (the “Existing Maturity Date”), request that the ~~Lenders~~ Banks extend the ~~Existing~~ Maturity Date for an additional period of one year with respect to all or part of their respective Commitments in accordance with this ~~Section~~Section 2.18; provided that in no case shall the Maturity Date, as so extended, be later than February 22, 2026. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable ~~Rate~~ Commitment Fee Rate, Applicable Letter of Credit Commission and Applicable Margin to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting ~~Lenders (as defined below)~~ Banks in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to Section 9.05 other than that of the ~~provisos to Section 9.02(b)~~ Required Banks shall become effective ~~prior to the Latest Maturity Date~~ unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the ~~Borrower~~Company, each ~~applicable Lender~~ Bank shall have the ~~right, but not the obligation,~~ right to agree to or decline the extension of the ~~Existing~~ Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each ~~Lender~~ Bank agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting ~~Lender~~Bank” and each ~~Lender~~ Bank not agreeing thereto being referred to herein as a “Declining ~~Lender~~Bank”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such ~~Lender~~ Bank with respect to which such ~~Lender~~ Bank agrees to the extension of the Maturity Date, delivered to the ~~Borrower~~ Company (with a copy to the Administrative Agent) not later than a day to be agreed upon by the ~~Borrower~~ Company and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the ~~Borrower~~ Company (it being understood ~~and agreed~~ that any ~~Lender~~ Bank that shall have failed to exercise such right as set forth above shall be deemed to be a Declining ~~Lender~~Bank). If a ~~Lender~~ Bank elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting ~~Lender~~ Bank in respect of such extended portion and a Declining ~~Lender~~ Bank in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If ~~Consenting Lenders~~ Banks constituting the Required Banks shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans held by them~~constituting a majority of the aggregate Commitments, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the ~~Existing~~ Maturity Date ~~of the applicable Commitments and/or Loans~~ shall, as to the Consenting ~~Lenders~~Banks, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or~~ and Loans of the Consenting ~~Lenders~~ Banks (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals ~~(including~~ other than those of the Required ~~Lenders)~~ Banks having been obtained) become effective. (b) Notwithstanding the foregoing, the ~~Borrower~~ Company shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 8.07 and ~~9.04~~9.06, at any time prior to the Existing Maturity Date, to replace a Declining ~~Lender~~ Bank (for the avoidance of doubt, only in respect of that portion of such ~~Lender~~Bank’s Commitment ~~and/or Loans subject to a Maturity Date Extension Request~~ that it has not agreed to extend) with a ~~Lender~~ Bank or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement ~~Lender~~ Bank shall for all purposes constitute a Consenting ~~Lender~~ Bank in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date: (i) the Company shall (A) make such prepayments of Loans or (B) terminate or provide cash collateral for such Letters of Credit in accordance with Section 2.03(e), in each case as shall be required in order that, upon giving effect to the termination and permanent reductions of the Commitments of Declining Banks and Consenting Banks, as applicable, pursuant to clause (ii) below, and all payments to such Declining Banks and Consenting Banks, as applicable, the ~~Revolving~~ aggregate Credit Exposures do not exceed the aggregate Commitments; and (ii) the Commitment of each Declining ~~Lender~~ Bank shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the ~~Borrower~~ Company shall repay all the ~~Revolving~~ Loans of ~~each~~ such Declining ~~Lender~~Bank, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and Bank hereunder (~~iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date~~accordingly, the ~~Borrower shall repay all the Loans~~ Commitment of ~~such Class of each Declining Lender~~any Consenting Bank shall, to the extent such Commitment exceeds the amount set forth in the notice delivered by such Bank pursuant to paragraph (a) of this Section, be permanently reduced by the amount of such excess, and the Company shall prepay the proportionate part of the Loans ~~shall not have been so purchased, assigned and transferred~~of such Consenting Bank, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts ~~owing~~ payable in respect thereof on or prior to ~~such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of~~ the ~~conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders~~Existing Maturity Date). (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section ~~4.02~~ 3.01 shall be satisfied (with all references in such Section to the making of a ~~Borrowing~~ Loan being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of ~~an Existing~~ the Maturity Date in accordance with the express terms of this ~~Section~~Section 2.18, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans and Letters of Credit of the Consenting ~~Lenders~~ Banks effected pursuant thereto, shall be deemed to (i) violate ~~the last sentence~~ Section 2.13(b), clause (ii) of Section ~~2.07(c) or~~ 2.13(c), Section ~~2.17(b) or 2.17(c)~~ 9.04 or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all ~~Lenders~~ Banks or all affected ~~Lenders~~ Banks under Section ~~9.02(b)~~9.05. (f) Notwithstanding the foregoing, in the case of any Bank then serving (or whose designated Affiliate is then serving) as a Fronting Issuing Bank, (i) the Fronted LC Commitment of such Bank (or such designated Affiliate) shall not be extended in connection with an extension of such Bank’s Commitment unless so specified by such Bank (or such designated Affiliate), in its capacity as Fronting Issuing Bank, in a written notice to the Company and (ii) no Fronting Issuing Bank that is a Declining Bank shall be required to issue, amend or extend a Fronted Letter of Credit such that such Fronted Letter of Credit expires later than five Domestic Business Days prior to the Existing Maturity Date. (g) The ~~Borrower,~~ Company and the Administrative Agent ~~and the Consenting Lenders~~ may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has been approved by the Required Banks and become effective in accordance with the provisions of this ~~Section~~Section 2.18.

Appears in 1 contract

Samples: Revolving Credit Agreement (Jackson Financial Inc.)

Appears in 1 contract

Samples: Credit Agreement (Papa Johns International Inc)

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Chemours Co)

Extension of Maturity Date. (a) ~~The Borrower may~~Each Consenting Lender (including each Replacement Lender, ~~by delivery of a Maturity Date Extension Request~~ as defined below) that is party to ~~the Administrative Agent~~ this Amendment (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the each, an “~~Existing Maturity Date~~Extending Lender”), ~~request~~ agrees that on and as of the ~~Lenders extend~~ Amendment Effective Date the ~~Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall~~ maturity date of its Loans (~~i) specify~~ including all the ~~applicable Class of Commitments and/or~~ Assigned Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) of any Replacement Lender) shall be extended to the Extended Maturity Date. Any Lender that has executed and delivered this Amendment without agreeing to the Extension in respect of ~~that~~ its Loans (or any portion of ~~their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date~~its Loans) and that is accordingly not reflected (~~iv) specify any other amendments~~ or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender reflected with respect to ~~which such~~ all its Loans) as a 2020 Lender ~~agrees~~ in the supplemental Schedule 2.01 referred to ~~the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent~~in Section 2(c) ~~not later than a day to~~ below shall be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any an Approving Lender that ~~shall have failed~~ has approved this Amendment but that, except with respect to ~~exercise~~ Loans referred to in such ~~right~~ Schedule 2.01 or as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held otherwise contemplated by ~~them, then, subject to~~ paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable is a Declining Lender in respect ~~thereof~~of its Loans (or such of its Loans not reflected in such schedule) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective.for purposes hereof. [[3511185]] (b) ~~Notwithstanding~~ The Existing Maturity Date shall remain applicable to the ~~foregoing~~Loans of any existing Lender that is not an Extending Lender with respect to all or any potion of its Loans (each, ~~the Borrower shall have the right~~with respect to such Loans, in a “Declining Lender”) and that is not replaced by a Replacement Lender as contemplated by Section 1(c) hereof. (c) In accordance with the provisions of ~~Sections 2.18(b~~Section 2.17(b) ~~and 9.04~~of the Loan Agreement, FCX may, at its option, at any time prior to ~~the Existing Maturity Date~~March 31, ~~to replace a~~ 2015, require any Declining Lender to assign all, or less than all, its Loans (~~for~~ each, an “Assigned Loan”) to one or more assignees, including any existing Lender, each of which agrees to accept such assignment and agrees to the ~~avoidance of doubt, only~~ Extension in respect of such Loans assigned to it (each, a “Replacement Lender”) and, if such assignment is effected on or prior to the Amendment Effective Date, becomes a party hereto. Any such assignments to Replacement Lenders that ~~portion of such Lender’s Commitment and/or Loans subject to a Maturity~~ become effective on or before the Amendment Effective Date ~~Extension Request that it has not agreed to extend) with a Lender or other financial institution that~~ may be evidenced by this Amendment and will ~~agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting~~ be reflected in Schedule 2.01 hereto. A Replacement Lender in respect of ~~the Commitment and/or Loans assigned to and assumed by it on and~~ any such assignment that becomes effective after the ~~effective time of such replacement. (c~~Amendment Effective Date will be entitled to payment of, and the Borrowers agree to make prompt payment to it of, the fee payable to Extending Lenders pursuant to Section 4(f) ~~If a Maturity Date Extension Request has become effective hereunder: (i) solely~~ hereof in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended its Assigned Loans. Each assignment made pursuant to this ~~Section~~ paragraph (c), whether before or after the Amendment Effective Date, shall be deemed to have been effected pursuant to this Amendment, and ~~the Borrower shall not~~ each Assigned Loan will be ~~permitted thereafter to request any Revolving~~ a 2020 Loan ~~or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount~~ for purposes of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving LendersLoan Agreement. (d) Notwithstanding the ~~foregoing~~foregoing provisions of this Section 1, ~~no Maturity Date Extension Request shall~~ any Declining Lender, including any Approving Lender, may become ~~effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied~~ an Extending Lender and a 2020 Lender (~~with all references in such Section~~ provided that it has not previously been replaced by a Replacement Lender) by delivering a written notice of its election to ~~a Borrowing being deemed~~ do so to ~~be references to such Maturity Date Extension Request)~~ FCX and the Administrative Agent at any time prior to March 31, 2015, and in such event shall ~~have received a certificate~~ be entitled to ~~that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary~~payment of, ~~it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments~~ and the ~~Loans of the Consenting Lenders effected pursuant thereto, shall be deemed~~ Borrowers agree to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrowermake prompt payment to it of, the ~~Administrative Agent and the Consenting~~ fee payable to Extending Lenders ~~may enter into an amendment~~ pursuant to ~~this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section~~Section 4(f) hereof.

Appears in 1 contract

Samples: Term Loan Agreement (Freeport-McMoran Inc)

Extension of Maturity Date. The Borrowers shall have an option to extend the Stated Maturity Date for two (2) additional terms of no longer than 364 days, subject to satisfaction of the following conditions precedent: (a) ~~The Borrower may~~each of the extending Lenders shall have consented to the extension, ~~by delivery~~ which consent shall be in its sole discretion; (b) the Borrowers shall have paid (on or prior to the date on which such extension becomes effective) to the Administrative Agent for the benefit of a the extending Lenders, an extension fee as set forth in the Fee Letter, payable to each such extending Lender ratably based on its share of the Lender Commitments subject to extension; (c) no Potential Default or Event of Default shall have occurred and be continuing on the date on which notice is given in accordance with the following clause (d) or on the Stated Maturity Date then being extended; and (d) the Borrowers shall have delivered an Extension Request to the Administrative Agent ~~(which shall promptly deliver a copy thereof~~ with respect to ~~each of the Lenders) not~~ such extension no less than ~~ten~~ thirty (30) days prior to the Stated Maturity Date then in effect (or such shorter period as agreed to by the Administrative ~~Agent~~Agent in writing) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which ~~may~~ shall be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered promptly forwarded by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent ~~following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed~~ to ~~exercise such right as set forth above shall be deemed to be a Declining~~ each Lender). ~~If a~~ To the extent any Lender ~~elects~~ does not consent to extend ~~only a portion of~~ its ~~then existing~~ Lender Commitment ~~and/or Loans~~under Section 2.14(a), ~~it will be deemed for purposes hereof~~ the Obligations outstanding to ~~be a Consenting~~ such Lender ~~in respect of such extended portion and a Declining Lender in respect~~ as of the ~~remaining portion of its Commitment and/or Loans,~~ previously effective Stated Maturity Date shall be due and ~~the aggregate principal amount of each Type of Loans of the applicable Class of~~ payable to such Lender ~~shall be allocated ratably among the extended and non-extended portions of the Loans of~~ on such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04date; provided that, at ~~any time prior to~~ the ~~Existing Maturity Date, to replace a Declining Lender (for the avoidance~~ discretion of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the ~~Consenting Lenders may enter into an amendment to this Agreement to effect~~ Borrowers, such ~~modifications as~~ non-extending Lender may be ~~necessary~~ required to ~~reflect~~ assign on the ~~terms of any~~ Stated Maturity Date ~~Extension Request that has become effective in accordance with~~ all or part of its Lender Commitment to one or more extending Lenders (or new Lenders) who have consented to increase their Lender Commitments and have agreed to such extended Stated Maturity Date. Upon the ~~provisions~~ payment of ~~this Section~~amounts due under the prior sentence to the non-extending Lender (and, if requested by the Administrative Agent and the Borrowers, such aforementioned assignment), such non-extending Lender shall cease to be a Lender hereunder.

Appears in 1 contract

Samples: Revolving Credit Agreement (Brightwood Capital Corp I)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 180 days (or such shorter period as may be agreed to by the Administrative ~~Agent~~Agent in its sole discretion) prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable~~ Loans or Commitments of any Class ~~of Commitments and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders of such Class extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.15. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their Commitments ~~and/or~~ (and related Loans) or Incremental Term Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b)~~ 10.01 shall become effective ~~prior to the Latest Maturity Date~~ unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender of the applicable ~~Lender~~ Class shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or~~ or Incremental Term Loans of the relevant Class of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or~~ or Incremental Term Loans of the relevant Class held by them, then, subject to paragraph (d) of this ~~Section~~Section and subject to, in the case of any requested extension of any Revolving Commitments or Incremental Revolving Commitments, the receipt of the consent of Consenting Lenders in respect of Credit Exposures and unused Revolving Commitments and Incremental Revolving Exposures and unused Incremental Revolving Commitments representing more than 50% of the sum of the aggregate Credit Exposures and unused Aggregate Revolving Commitments and Incremental Revolving Exposures and unused Incremental Revolving Commitments at such time, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Class of Commitments ~~and/or~~ or Incremental Term Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or~~ and Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 3.06 and ~~9.04~~10.06, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or~~ Commitments or Incremental Term Loans of a Class subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or~~ or Incremental Term Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, : (i) the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of ~~each Declining Lender, to~~ the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such applicable Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, ~~it being understood and agreed that, subject to satisfaction~~ the Commitment or Loans of the ~~conditions~~ applicable Class of any Consenting Lender shall, to the extent the amount of such Commitment or Loans exceeds the amount set forth in ~~Section 4.02~~the notice delivered by such Lender pursuant to paragraph (a) of this Section, ~~such repayments may~~ be ~~funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments~~ permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the outstanding Loans of the relevant Class of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date); and (ii) in the case of an Existing Maturity Date applicable to Revolving Commitments or Incremental Revolving Commitments, the Borrower shall make such other prepayments of Loans of the applicable Class pursuant to Section 2.04 as shall be required in order that, after giving effect to the termination and permanent reductions of the Commitments of Declining Lenders of such Class pursuant to clause (i) above, and all payments to such Declining Lenders, the aggregate credit exposures of such Class do not exceed the aggregate Commitments of such Class. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section ~~4.02~~ 5.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.15, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders of any Class effected pursuant thereto, shall be deemed to (i) violate ~~the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or~~ any ~~other~~ provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b)~~10.01. (f) The ~~Borrower,~~ Borrower and the Administrative Agent ~~and the Consenting Lenders~~ may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has been approved by the Required Lenders and become effective in accordance with the provisions of this ~~Section~~Section 2.15.

Appears in 1 contract

Samples: Fourth Amendment Agreement (TPG Partners, LLC)

Extension of Maturity Date. (a) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for~~ notify the applicable Class of ~~Commitments and/or~~ Lenders), request one or more extensions of the maturity date applicable to the maturity date applicable to the Term Loans ~~hereunder~~ or New Term Loans, as applicable, of a given Class (each, an “Existing Term Loan Tranche”) then in effect (such existing maturity date applicable to ~~be extended (~~any Class of Term Loans or New Term Loans being the “Existing Term Loan Maturity Date”~~), request that the Lenders extend the Existing Maturity Date~~ ) to a date specified in ~~accordance with this Section~~such notice. ~~Each Maturity Date Extension Request shall~~ Within 15 Business Days of delivery of such notice (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein period as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent ~~following~~ shall mutually agree upon), each applicable Term Lender or New Term Lender, as the ~~date on~~ case may be, shall notify the Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Term Lender’s or New Term Lender’s, as applicable, sole and absolute discretion). Any Term Lender or New Term Lender, as applicable, not responding within the ~~Maturity Date Extension Request~~ above time period shall be deemed not to have ~~been delivered by~~ consented to such extension. The Administrative Agent shall promptly notify the Borrower and the applicable Term Lenders and/or the New Term Lenders of such Term Lenders’ or the New Term Lenders’ responses, as applicable. (b) The maturity date applicable to any Class of Term Loans or New Term Loans, as applicable, shall be extended (such Term Loans so extended, the “Extended Term Loans”) only with respect to such Existing Term Loan Tranche, as applicable, held by such Term Lenders or New Term Lenders, as applicable, that have consented thereto (the Term Lenders or New Term Lenders providing term loans, as applicable, that so consent being the “Extending Term Lenders” and the Term Lenders or New Term Lenders providing term loans, as applicable, that declined being the “Non-Extending Term Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right~~ that, except for the consents of Extending Term Lenders, as ~~set forth above~~ applicable, no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, the scheduled maturity date with respect to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect the Term Loans or New Term Loans of the ~~remaining portion of its Commitment and/or Loans~~relevant Class held by the Extending Term Lenders shall be extended to the date specified in the notice referred to in Section 2.16(a) above, ~~and~~ which shall become the ~~aggregate principal amount of each Type of Loans~~ new maturity date of the applicable Class of Term Loans or New Term Loans (such ~~Lender~~ maturity date for the Term Loans or New Term Loans, as applicable, so affected, the “Extended Term Loan Maturity Date”). The Administrative Agent shall ~~be allocated ratably among~~ promptly confirm to the ~~extended~~ applicable Extending Term Lenders and ~~non~~Non-~~extended portions of the Loans of~~ Extending Term Lenders such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by themextension, ~~then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as~~ specifying the effective date ~~thereof~~ of such extension (the “Term Loan Extension Effective Date”), the Existing Term Loan Maturity Date applicable to the Non-Extending Term Lenders, and the Extended Term Loan Maturity Date (after giving effect to such extension) applicable to the Extending Term Lenders. The proposed terms of the Extended Term Loans to be established shall (x) be identical as offered to each Lender under the applicable tranche of Term Loan and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Term Loans hereunder (including Refinancing Term Loans and Extended Term Loans) which have more than five (5) different maturity dates; (ii) the Effective 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 the Effective Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the final maturity date of the Term Loans held by the Non-Extending Term Lenders that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche from which they were amended) are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Term Loan Extension Effective Date, signed by a Senior Officer of the Borrower certifying that, before and after giving effect to such extension, the representations and warranties contained in Article 8 made by it that are qualified by materiality shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case on and as of the Term Loan Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date, and no Default or Event of Default exists or will exist as of the Term Loan Extension Effective Date. (c) Notwithstanding anything to the contrary herein, (i) the ~~Existing Maturity Date of~~ Borrower and/or the ~~applicable Commitments and/or Loans shall~~Extending Term Lenders shall have the right to appoint successor syndication agents or co- documentation agents, as in each case, to replace any such person that does not consent to continue its respective obligations and duties under the ~~Consenting Lenders, be extended to such date as shall be specified therein,~~ Credit Documents in connection with an extension under this Section 2.16 and (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right~~, in accordance with the provisions of Sections 2.18(b) and 9.04~~, at any time prior to the Existing Term Loan Maturity Date, at the Borrower’s sole expense and effort, upon notice to ~~replace~~ such Non-Extending Term Lender, and the Administrative Agent, to require each such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 14.07), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a ~~Declining~~ Lender accepts such assignment), provided that (~~for~~ w) the ~~avoidance~~ Borrower shall have received the prior written consent of ~~doubt~~the Administrative Agent, ~~only in respect~~ which consent(s) shall not unreasonably be withheld or delayed, (x) each Non-Extending Term Lender shall have received payment of ~~that portion~~ an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such ~~Lender’s Commitment and/or Loans subject~~ outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (y) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 14.07(b), and (z) in no event shall the Borrower be entitled to exercise its replacement right under this subclause (c) with respect to a ~~Maturity Date Extension Request~~ Non-Extending Term Lender that ~~it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any~~ is also acting as the Administrative Agent. Any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining an Extending Term Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the ~~foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date~~terms of Section 14.01, the ~~conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request)~~ Borrower and the Administrative Agent shall ~~have received a certificate to that effect dated such date and executed by a Responsible Officer.~~ be entitled (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require without the consent of ~~all~~ any other Lenders ~~or all affected Lenders~~ except to the extent required under ~~Section 9.02(b).~~ subsection (fc) ~~The Borrower,~~ above) to enter into any amendments (an “Extension Amendment”) to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of the maturity date and ~~the Consenting Lenders may enter into an amendment~~ other amendments applicable to any Class of Term Loans or New Term Loans pursuant to this ~~Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section~~Section 2.16.

Appears in 1 contract

Samples: Refinancing Amendment (MRC Global Inc.)

Extension of Maturity Date. (a) The Borrower may, not later than 30 days prior to any anniversary of the date of this Agreement (such anniversary being a “Modification Date”) by ~~delivery~~ written notice in the form of ~~a Maturity Date~~ Exhibit G hereto (an “Extension ~~Request~~ Request”) (which shall be irrevocable; provided, however, that the Borrower may revoke such notice at any time that Lenders having more that 50% of the Aggregate Commitments have notified the Administrative Agent or the Borrower that such Lenders do not consent to such requested extension or are deemed to not have consented to such requested extension, as provided below) to the Administrative Agent (which shall promptly ~~deliver a copy thereof to~~ notify each of the Lenders) ), request the Lenders to extend the then applicable Maturity Date for one year to the next anniversary of the then applicable Maturity Date and may, in any such Extension Request, request the addition of one or more new Lenders, and/or the increase or decrease in, or termination of, the Commitment of any existing Lender under this Agreement, effective in each case as of the Modification Date. If the Borrower shall make such a request, each Lender shall, not ~~less~~ later than ten ~~days (or such shorter period as agreed to by the Administrative Agent)~~ Business Days prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Modification Date, ~~delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by~~ notify the Borrower and the Administrative Agent ~~following~~ by executing the ~~date on which~~ Extension Request if it consents to such extension of the then applicable Maturity Date and to each other change requested in the Extension Request. Any Lender that shall not so notify the Borrower shall be deemed not to have consented. If all the Lenders shall so consent, the Maturity Date shall thereupon be extended, any new Lender shall be added, and any existing Lender’s Commitment shall be increased, decreased or terminated in each case as provided in the Extension ~~Request~~ Request. If any Lender shall not so consent, then, unless either (i) by the then applicable Modification Date all the Loans of all the nonconsenting Lenders shall have been ~~delivered~~ paid in full, together with all interest accrued thereon through such Modification Date, or (ii) by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or applicable Modification Date all Loans, and ~~the aggregate principal amount of each Type of Loans of the applicable Class~~ all Commitments, of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting nonconsenting Lenders shall have ~~agreed~~ been assigned to ~~such~~ one or more Eligible Assignees (who have consented to the extension of the then applicable Maturity Date ~~Extension Request in respect~~ by one year to the next anniversary of ~~Commitments and/or Loans held by them, then, subject~~ the then applicable Maturity Date and to ~~paragraph (d) of this Section, on the date specified~~ each other change requested in the ~~Maturity Date~~ Extension ~~Request as the effective date thereof (the “Extension Effective Date”), (i~~Request) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of ~~Sections 2.18(b)~~ Section 10.07, (and ~~9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance~~ in case of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such ~~replacement Lender shall for all purposes constitute a Consenting Lender in respect~~ payment or assignment of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Dateany Eurodollar Rate Loan, the Borrower shall ~~make prepayments of Revolving Loans and shall provide cash collateral~~ have reimbursed the nonconsenting Lenders in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended thereof pursuant to ~~this~~ Section ~~(and~~ 3.05(a)) the ~~Borrower~~ then applicable Maturity Date shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended~~); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments~~, ~~on the Existing Maturity Date~~no new Lender shall be added, ~~the Revolving~~ and no Lender’s Commitment ~~of each Declining Lender shall~~shall be increased, decreased or terminated. Subject to the ~~extent not assumed~~provisions of Section 8.01, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction if either of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to clauses (i) ~~violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments~~ or (ii) ~~require~~ above shall have been satisfied, then on the ~~consent~~ Modification Date, (A) such Maturity Date shall be extended by one year to the next anniversary of the then applicable Maturity Date, any new Lender shall be added, and any existing Lender’s Commitment shall be increased, decreased or terminated in each case as provided in the Extension Request and (B) all of the Commitments of all nonconsenting Lenders ~~or all affected Lenders under Section 9.02(b)~~shall be automatically reduced to zero. (fb) ~~The Borrower,~~ This Section shall supersede any provisions in Section 2.13 or 10.01 to the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Sectioncontrary.

Appears in 1 contract

Samples: Credit Agreement (New York Times Co)

Extension of Maturity Date. (a) The Borrower may, by ~~delivery of a Maturity Date Extension Request~~ notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof~~ be delivered to ~~each of~~ the Lenders) from time to time request an extension (each, an “Extension”) of the maturity date of any Loans to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of Term Loans that will be subject to the Extension and (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter ~~period~~ periods as ~~agreed~~ the Administrative Agent shall agree in its reasonable discretion)). Each Lender shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans subject to the Extension Offer as set forth in the Extension notice, then the Term Loans of Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer. (b) The Borrower shall have the right to replace each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”) with, and add as “Term Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 9.17; provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Lender shall, effective as of the existing Maturity Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Term Lender, its Commitment shall be in addition to any other Commitment of such Lender hereunder on such date); provided, further, that a Non-Extending Lender shall not be required to execute such Assignment and Assumption so long as such Non-Extending Lender shall have received payment of an amount equal to the outstanding principal of the Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the Additional Commitment Lender (to the extent of such outstanding principal and accrued interest and fees). (c) The terms of each Extension shall be determined by the Administrative Agent~~) prior to~~ , the ~~then existing Maturity Date for~~ Borrower and the applicable ~~Class of Commitments and/or Loans hereunder~~ Extending Lenders and set forth in an amendment to ~~be extended~~ this Agreement (~~the~~ an “~~Existing Maturity Date~~Extension Amendment”)~~, request~~ ; provided that ~~the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall~~ (i) ~~specify~~ the ~~applicable Class~~ final maturity date of ~~Commitments and/or~~ any Extended Term Loan shall be no earlier than the maturity date of the Term Loans ~~hereunder to be~~ being extended, (ii) ~~specify~~ the ~~date~~ average life to ~~which~~ maturity of the ~~applicable Maturity Date is sought~~ Extended Term Loans shall be no shorter than the remaining average life to be maturity of the Term Loans being extended, (iii) ~~specify~~ the ~~changes, if any,~~ Extended Term Loans will rank pari passu in right of payment and with respect to security with the existing Term Loans and the borrower and guarantors of the Extended Term Loans shall be the same as the Borrower and Guarantors with respect to the ~~Applicable Rate to be applied in determining the interest payable on the Loans of~~existing Term Loans, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) ~~specify~~ the interest rate margin, rate floors, fees, original issue discount and premium applicable to any ~~other amendments or modifications to this Agreement to~~ Extended Term Loans shall be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon determined by the Borrower and the ~~Administrative Agent following~~ applicable Extending Lenders, (v) the ~~date~~ Extended Term Loans may participate on ~~which~~ a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with Term Loans, (vi) such Extended Term Loans shall contain terms and conditions that (x) are not materially more favorable (when taken as a whole) to the investors providing such Extended Term Loans than those applicable to the existing Term Loans being extended (other than (A) with respect to pricing, maturity, amortization, optional prepayments and redemption or (B) covenants or other provisions applicable only to periods after the Maturity Date ~~Extension Request shall have been delivered by~~ and other provisions that are added for the ~~Borrower~~ benefit of the Lenders of the existing Term Loans (it being understood ~~and agreed~~ that no consent of the Administrative Agent or any Lender ~~that shall have failed to exercise such right as set forth above~~ shall be ~~deemed~~ required to ~~be a Declining Lender~~add any such more favorable provision)~~. If a Lender elects to extend only a portion of its~~ ) on the date such Extended Term Loans are incurred or (y) reflect then ~~existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender~~ market terms and conditions (as determined by the Borrower in ~~respect of such extended portion~~ good faith) and ~~a Declining Lender in respect of~~ (vii) the ~~remaining portion of its Commitment and/or Loans, and the~~ minimum aggregate principal amount of such Extended Term Loans shall be $50,000,000. (d) In connection with any Extension, the Borrower, the Administrative Agent and each ~~Type~~ applicable Extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of ~~Loans~~ each Extension. Any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the ~~applicable Class~~ Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such ~~Lender shall be allocated ratably among~~ new Term Loans (including to preserve the pro rata treatment of the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”Term Loans), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case ~~together~~ on terms consistent with ~~accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth~~ this Section 2.22. This Section 2.22 shall supersede any provisions in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement 2.18 or 9.02 to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Credit Agreement (ChampionX Corp)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders and the Issuing Banks) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders and the Issuing Banks extend the Existing Maturity Date in accordance with this Section; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~10.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but~~ right to agree or not ~~the obligation, to~~ agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of ~~the~~ its Commitment ~~and/or Loans~~ and, if such Lender (or a designated Affiliate of such ~~Lender~~ Lender) is then serving as an Issuing Bank, its (or its designated Affiliate’s) Issuing Bank Sublimit, with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ (x) that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender and (y) that, in the case of any Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank, (I) the Issuing Bank Sublimit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.4(a), the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its Issuing Bank Sublimit will be the Maturity Date in respect of such Letter of Credit Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained, except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become ~~effective~~effective and (iv) in the case of any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its Issuing Bank Sublimit, or shall have agreed to extend the Existing Maturity Date with respect to less than the entire amount of its Issuing Bank Sublimit, such Issuing Bank shall not have the obligation to issue, amend, extend or increase Letters of Credit following the Extension Effective Date, if after giving effect to any such issuance, amendment, extension or increase, the Letter of Credit Usage attributable to Letters of Credit issued by such Issuing Bank that have a stated expiration date after the date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its Issuing Bank Sublimit would exceed the extended portion (if any) of such Issuing Bank Sublimit. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such ~~Lender~~Xxxxxx’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, the Borrower shall prepay the proportionate part of the outstanding Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new ~~Revolving~~ Borrowings made simultaneously with such repayments by the Consenting Lenders, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section ~~4.02~~ 4.2 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrower. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~10.2(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (Pinterest, Inc.)

Extension of Maturity Date. (a) ~~The Borrower may~~Each Incremental Revolving Lender and each other Lender (including each Replacement Lender) that is party to this Amendment (each, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the an “~~Existing Maturity Date~~Extending Lender”), ~~request~~ agrees that the ~~Lenders extend~~ maturity date of its applicable Revolving Commitments (including all the Incremental Revolving Commitments of each Incremental Revolving Lender and all the Assigned Commitments (as defined below) of any Replacement Lender) and of any applicable Revolving Loans held by it (including, in the case of each Replacement Lender, any Revolving Loans acquired pursuant to assignment as contemplated by Section 2(c) hereof and, in the case of any Incremental Revolving Lender, any Revolving Loans acquired by assignment as contemplated by Section 1(b) hereof) shall be extended to the Extended Maturity Date. (b) The Existing Maturity Date in shall remain applicable to the Revolving Commitments and the Revolving Loans made pursuant thereto of any existing Lender that is not an Extending Lender (each, a “Declining Lender”) and that is not replaced by a Replacement Lender as contemplated by Section 2(c) hereof. (c) In accordance with ~~this Section. Each Maturity Date Extension Request shall~~ the provisions of Section 2.18(b) of the Credit Agreement, FCX may, at its option, require any Declining Lender to assign all, or less than all, its Revolving Commitment (ieach, an “Assigned Commitment”) ~~specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes~~and Revolving Loans, if any, to ~~the Applicable Rate~~ one or more assignees, including any existing Lender or Incremental Revolving Lender, that agrees to ~~be applied in determining the interest payable on the Loans of~~accept such assignment, and ~~fees payable hereunder to, Consenting Lenders (as defined below) in respect of~~ that ~~portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes~~ will become ~~effective (which may be prior to the Existing Maturity Date)~~ party hereto and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the ~~extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date~~ Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such ~~extended portion~~ Revolving Commitment and ~~a Declining Lender in respect of the remaining portion of its Commitment and/or~~ Revolving Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed if any, assigned to ~~such Maturity Date Extension Request in respect of Commitments and/or Loans held by them~~it (each, ~~then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the~~ a “~~Extension Effective Date~~Replacement Lender”)~~, (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as~~ . Any such assignments to ~~the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting~~ Replacement Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective ~~hereunder unless,~~ on or before the ~~Extension~~ Amendment Effective ~~Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity~~ Date ~~Extension Request)~~ and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be ~~necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of~~ evidenced by this ~~Section~~Amendment and Schedule 2.01 hereto.

Appears in 1 contract

Samples: Revolving Credit Agreement (Freeport McMoran Copper & Gold Inc)

Extension of Maturity Date. (a) The Borrower ~~may~~may from time to time, pursuant to the provisions of this Section 2.11, without the consent of the Administrative Agent, the Majority Lenders or the Combined Majority Lenders, agree with one or more Lenders to extend the Maturity Date for a period of not less than six months then applicable to such Lender’s Loan, and otherwise modify the economic terms of any such Loans or any portion thereof (including, without limitation, by ~~delivery~~ modifying the interest rate or fees payable and/or the amortization schedule in respect of a such Loans or any portion thereof (each such modification an “Extension”)) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders whose Loans have the same Maturity Date that is proposed to be extended under this Section 2.11, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each such Lender holding such Loans) and on the same terms to each such Lender, which Extension ~~Request~~ Offer may be conditioned as determined by the Borrower and set forth in such offer. In connection with each Extension, the Borrower will provide notification to ~~the~~ Administrative Agent (~~which shall promptly deliver a copy thereof~~ for distribution to ~~each of~~ the applicable Lenders~~) not less~~ ), no later than ~~ten~~ 30 days (or such shorter period as Administrative Agent may agree) prior to the maturity of the applicable Loans to be extended of the requested new maturity date for the proposed Extension Loans (each an “Extended Maturity Date”) and the due date for Lender responses. The Borrower and the Administrative Agent shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.11. In connection with any Extension, each applicable Lender wishing to participate in such Extension shall, prior to such due date, provide Administrative Agent with a written notice thereof. Any Lender that does not respond to an Extension Offer (referred to herein as a “Non-Extending Lender”) by the applicable due date shall be deemed to have rejected such Extension. (b) Each Extension shall be subject to the following: (i) no Event of Default shall have occurred and be continuing at the time of such Extension; (ii) except as to interest rates, fees, scheduled amortization, optional prepayment terms, premium, required prepayment dates, final maturity date (which shall, subject to clause (iii) below, be determined by the Borrower and set forth in the relevant Extension Offer) and covenants and other provisions applicable to periods after the Maturity Date of any non-Extension Loans, the Extension Loans of any Lender extended pursuant to any Extension shall have terms that are no more favorable in any material respect, taken as a whole, than the applicable Loans prior to the related Extension Offer; (iii) the final maturity date of the Extension Loans shall be later than the final Maturity Date of the Loans that are not being so extended, and the weighted average life to maturity of the Extension Loans shall be no shorter than the weighted average life to maturity of the applicable Loans subject to an Extension Offer that are not so extended; (iv) if the aggregate principal amount of Loans in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Loans shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable class of Extension Loans in connection therewith shall be in form and substance consistent with the foregoing; (vi) any applicable Minimum Extension Condition shall be satisfied; (vii) no more than four (4) Maturity Dates may be effectuated hereunder; and (viii) no Extension shall become effective unless, on the proposed effective date of such Extension, (1) the representations and warranties contained herein are true and correct in all material respects on and as of the applicable date of such Extension to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; and (2) no event shall have occurred and be continuing or would result from the consummation of the applicable Extension that would constitute an Event of Default. (c) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $50,000,000, unless another lesser amount is agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans ~~of the applicable Class of such Lender shall~~ be ~~allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended~~tendered. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for For the avoidance of doubt, ~~only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that~~ it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being is understood and agreed ~~that, subject to satisfaction of~~ that the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence provisions of Section ~~2.07(c) or Section 2.17(b) or 2.17(c) or any other provision~~ 2.09 will not apply to Extensions of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent Loans pursuant to Extension Offers made pursuant to and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.11, including to any payment of interest or fees in respect of any Loans that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Loans not extended pursuant to such Extension Offer, in each case as is set forth in the relevant Extension Offer. (d) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new tranches of Loans created pursuant to an Extension (including without limitation amending the definition of “Applicable Percentage” to effectuate the payment of different rates and fees to be made to those Lenders who have agreed to extend the maturity date of their Loans), in each case on terms consistent with this Section 2.11, and any such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Lenders. For the avoidance of doubt, no Extension Amendment shall modify in any respect any Loans of a Lender without the written consent of such Lender. All Extension Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Senior Secured Term Loan Agreement (Sunoco LP)

Extension of Maturity Date. (a) The Borrower may, by ~~delivery of a Maturity Date Extension Request~~ notice to the Administrative Agent (which shall promptly deliver a copy ~~thereof~~ to each of the Lenders) given not less than ~~ten~~ 60 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ and not more than 90 days prior to each anniversary of the ~~then existing Maturity~~ Amendment Effective Date ~~for the applicable Class of Commitments and/or Loans hereunder to be extended~~ (~~the “Existing Maturity~~ each such anniversary, an "Extension Date~~”),~~ ") request that the Lenders extend the Maturity Date at any time in effect (the "Existing Maturity ~~Date in accordance with this Section~~Date") for an additional year. Each ~~Maturity Date~~ Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 30th day prior to such Extension ~~Request~~ Date, advise the Borrower whether or not it agrees to such extension on the terms set forth in such notice. Any Lender that has not so advised the Administrative Agent by such day (or such later date as the Administrative Agent and the Borrower shall otherwise agree) shall be deemed to have declined to agree to such extension. (b) The Borrower shall have the right at any time thereafter, to (i) ~~specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to~~ require any Lender which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have advised or been ~~delivered by~~ deemed to advise the ~~Borrower, each applicable Lender shall have the right, but~~ Borrower that it will not ~~the obligation, to~~ agree to ~~the~~ an 41 36 extension of the Existing Maturity Date ~~and other matters contemplated thereby on the terms~~ (each a "Non-Extending Lender") to transfer without recourse (in accordance with and subject to the ~~conditions set forth therein~~ restrictions contained in Section 10.04) all its interests, rights and obligations under this Agreement in respect of Commitments and Revolving Loans to one or more other banks or financial institutions (~~each Lender agreeing to the Maturity Date Extension Request~~ any such bank or other financial institution being ~~referred to herein as~~ called a ~~“Consenting~~ "Substitute Lender~~” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”~~"), which ~~right~~ may include any Lender; provided that such Substitute Lender, if not already a Lender hereunder, shall be ~~exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees~~ subject to the ~~extension~~ approval of ~~the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by~~ the Borrower and the Administrative Agent ~~following~~ (which approval shall not be unreasonably withheld) and shall execute all such documentation as the ~~date on which the Maturity Date Extension Request~~ Administrative Agent shall specify to evidence its status as a Lender hereunder or (ii) if no Default shall have ~~been delivered by the Borrower~~ occurred and be continuing, prepay (~~it being understood and agreed~~ without regard to any provisions hereof that ~~any Lender that shall have failed to exercise such right as set forth above shall be deemed~~ require prepayments to be ~~a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender~~ made ratably among the Lenders) in ~~respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of~~ full all Loans of a Non-Extending Lender, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and terminate the ~~applicable Class~~ Commitment of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacementfull. (c) ~~If a~~ The Existing Maturity Date ~~Extension Request has become effective hereunder:~~ for those Lenders (iincluding Substitute Lenders) ~~solely~~ consenting (the "Consenting Lenders") to an extension in ~~respect~~ accordance with paragraph (a) or (b) above, as applicable, shall be automatically extended for an additional year and the Commitment of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, each Non-Extending Lender (after giving effect to ~~such prepayments~~ each termination, transfer and ~~such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended~~ assignment pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) ~~of this Section, terminate, and the Borrower~~ above) shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders either (i) terminate in accordance with ~~their extended Revolving Commitments; and~~ paragraph (~~iii~~b) ~~solely~~ above or (ii) remain in ~~respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on~~ effect until the Existing Maturity ~~Date, the Borrower shall repay all the Loans of such Class of each Declining Lender,~~ Date in effect prior to ~~the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing~~ giving effect to ~~such Declining Lender hereunder, it being understood and agreed that, subject~~ any extension pursuant to ~~satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders~~this Section. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section The decision to ~~a Borrowing being deemed~~ agree or withhold agreement to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any ~~provision of this Agreement to the contrary, it is hereby agreed that no~~ extension of an the Existing Maturity Date ~~in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto,~~ hereunder shall be ~~deemed to (i) violate~~ at the ~~last sentence~~ sole discretion of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)each Lender. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Credit Agreement (Seagram Co LTD)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (~~which~~ who shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders of the applicable Class) not less than ~~ten~~ thirty (30) days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders of such Class extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ then Existing Maturity Date unless such other approvals have been obtained. In the event that a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender of the applicable Class agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” ~~and~~ and, each Lender of the applicable Class not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (dc) of this Section, on the date specified in the Maturity Date Extension Request as the effective date ~~thereof (the “Extension Effective Date”)~~thereof, (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. The Borrower, the Administrative Agent and the Consenting Lenders shall enter into an amendment to this Agreement (an “Extension Agreement”) to effect such modifications as may be necessary to reflect the terms of the Maturity Date Extension Request. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the fifth (5th ) Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i~~2.06(j), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, (A) the Dollar Amount of the aggregate LC Exposure would exceed $60,000,000, (B) any Revolving Lender’s Dollar Amount of Revolving Exposure would exceed its Revolving Commitment, (C) the Dollar Amount of the Aggregate Revolving Exposure would exceed the aggregate ~~amount~~ Revolving Commitments and (D) the Dollar Amount of the total outstanding Revolving ~~Commitments so extended~~Loans and LC Exposure, in each case denominated in Foreign Currencies, would exceed the Foreign Currency Sublimit); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.paragraph

Appears in 1 contract

Samples: Credit Agreement (Papa Johns International Inc)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Revolving Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their Commitments ~~and/or Loans~~ (and related Revolving Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.19 and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.11, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate Revolving Exposure~~ aggregate credit exposures outstanding as of such date will not exceed the aggregate ~~Revolving~~ Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and the Borrower shall not be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate Revolving Exposure~~ aggregate credit exposures outstanding would exceed the aggregate amount of the ~~Revolving~~ Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section, be permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the outstanding Revolving Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Revolving Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.09(c) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 1 contract

Samples: Credit Agreement (Newmont Mining Corp /De/)

Extension of Maturity Date. (a) The Lead Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21; provided that the Lead Borrower may not make more than two Maturity Date Extension Requests following the Effective Date. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~9.2(b) shall become effective prior to the ~~Latest~~ then-existing Maturity Date unless such other approvals have been obtained. For the avoidance of doubt, any such request to extend the Maturity Date shall constitute a request to extend the Maturity Date with respect to both the US Dollar Revolving Commitment and the Multicurrency Revolving Commitment. In the event a Maturity Date Extension Request shall have been delivered by the Lead Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such ~~Lender~~ Lxxxxx agrees to the extension of the Maturity Date, delivered to the Lead Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Lead Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Lead Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above by such date shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its ~~then~~ then-existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this ~~Section~~Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals pursuant to Section 9.2(b) (including those of the Required ~~Lenders)~~ Lenders having been obtained, if applicable), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become effective. (b) Notwithstanding the foregoing, the Lead Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or ~~other financial institution~~ any Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the second (2nd) Business Day prior to the Existing Maturity Date, the ~~Borrower~~ Borrowers shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.10, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ aggregate Multicurrency Revolving ~~Exposure~~ Credit Exposures outstanding as of such date will not exceed the aggregate Multicurrency Revolving Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and ~~the~~ no Borrower shall ~~not~~ be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, (x) the ~~Aggregate~~ aggregate Multicurrency Revolving ~~Exposure~~ Credit Exposures outstanding would exceed the aggregate amount of the Multicurrency Revolving Commitments so extended or (y) the aggregate US Dollar Revolving Credit Exposures outstanding would exceed the aggregate amount of the US Dollar Revolving Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this ~~Section~~Section 2.21, terminate, and the ~~Borrower~~ Borrowers shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section 2.21 and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, the Borrowers shall prepay the proportionate part of the outstanding Revolving Loans and participations in LC Disbursements of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments~~; and~~. (~~iii~~d) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class The occurrence of each ~~Declining Lender,~~ Extension Effective Date shall be deemed to ~~the extent~~ constitute a representation and warranty by each Borrower on such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of Extension Effective Date that the conditions set forth in Section ~~4.02,~~ 4.2 have been satisfied on such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Revolving Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments of the applicable Class or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~9.2(b). (f) ~~The~~ Without the consent of any other Person, the Lead Borrower, the Administrative Agent and the Consenting Lenders (and, to the extent required pursuant to the proviso of Section 2.5(c), the applicable Issuing Banks) may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 1 contract

Samples: Revolving Credit Agreement (CF Industries Holdings, Inc.)

Extension of Maturity Date. (a) The ~~Borrower~~ Company may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the applicable Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders of such Class extend the Existing Maturity Date in accordance with this Section; provided that, for the avoidance of doubt, each Lender may elect to agree or not agree, in its sole discretion, to an extension of a Maturity Date. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the ~~Borrower~~Company, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the ~~Borrower~~ Company (with a copy to the Administrative Agent) not later than a day to be agreed upon by the ~~Borrower~~ Company and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the ~~Borrower~~ Company (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this ~~Section~~Section 2.24, on the date specified in the Maturity Date Extension Request as the ~~effective date~~ Closing Date thereof (the “Extension ~~Effective~~ Closing Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.,

Appears in 1 contract

Samples: Credit Agreement (NCR Corp)

Extension of Maturity Date. (a) The US Borrower may, at any time after January 1, 2011, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 45 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing applicable Maturity Date ~~for~~ with respect to all or part of the ~~applicable Class~~ Lenders’ respective Commitments of ~~Commitments and/or Loans hereunder to be extended~~ any Tranche (the “Existing Maturity Date”), request that the Lenders extend ~~the Existing~~ such Maturity Date in accordance with this ~~Section~~Section 2.26. Each Maturity Date Extension Request shall specify (i) ~~specify~~ the ~~applicable Class~~ Tranche the Maturity Date of ~~Commitments and/or Loans hereunder~~ which is to be ~~extended, (ii) specify~~ extended and the date to which the applicable Maturity Date is sought to be extended, (~~iii~~ii) ~~specify~~ the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) ~~specify~~ any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to Section 10.11 other than that of the ~~provisos to Section 9.02(b)~~ Required Lenders or that of a majority in interest of the outstanding Loans and unused Commitments of such Tranche shall become effective ~~prior to the Latest Maturity Date~~ unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the US Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the ~~Existing~~ applicable Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of any Tranche of such Lender with respect to which such Lender agrees to the extension of ~~the~~ such Maturity Date, delivered to the US Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the US Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the US Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment ~~and/or Loans~~of the applicable Tranche, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of ~~its Commitment and/or Loans~~such Commitment. If Lenders constituting the Required Lenders (and, ~~and~~ to the ~~aggregate principal amount~~ extent such changes or modifications require the consent of ~~each Type of~~ Lenders holding Loans of any Tranche pursuant to clause (i) of the ~~applicable Class~~ second proviso of Section 10.11(a), Lenders constituting a majority in interest of the outstanding Loans and unused Commitments of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders Tranche) shall have agreed to such Maturity Date Extension ~~Request in respect of Commitments and/or Loans held by them~~Request, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the ~~Existing~~ applicable Maturity Date ~~of the applicable Commitments and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the Commitments and Loans of the applicable ~~Commitments and/or Loans~~ Tranche of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals ~~(including~~ other than those of the Required ~~Lenders)~~ Lenders having been obtained) become effective. (b) Notwithstanding the foregoing, the US Borrower shall have the right, in accordance with the provisions of ~~Sections 2.18(b) and 9.04~~Section 10.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment ~~and/or Loans subject to a Maturity Date Extension Request~~ that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request with respect to the US Revolving Loan Commitments or the Global Revolving Loan Commitments has become effective hereunder, on the Existing Maturity Date therefor: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of~~ the ~~Revolving Commitments, not later than~~ Commitment under the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment applicable Tranche of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the US Borrower shall repay all the ~~Revolving~~ Loans of ~~each~~ the applicable Tranche of such Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and hereunder (~~iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date~~accordingly, the ~~Borrower shall repay all the Loans~~ Commitment of ~~such Class of each Declining Lender~~any Consenting Lender shall, to the extent such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section, be permanently reduced by the amount of such excess, and the US Borrower shall prepay the proportionate part of the Loans ~~shall not have been so purchased, assigned and transferred~~of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding such Existing Maturity Date and all fees and other amounts ~~owing~~ payable in respect thereof on or prior to the Existing Maturity Date); and (ii) the US Borrower shall make such other prepayments of Loans pursuant to Sections 2.11 and 2.12 as shall be required in order that, after giving effect to the termination and permanent reductions of the Commitments of Declining Lenders pursuant to clause (i) above, and all payments to such Declining ~~Lender hereunder~~Lenders, ~~it being understood~~ (A) the aggregate US Revolving Credit Exposures do not exceed the aggregate US Revolving Loan Commitments and ~~agreed that, subject to satisfaction of~~ (B) the ~~conditions set forth in Section 4.02, such repayments may be funded with~~ aggregate Global Revolving Credit Exposures do not exceed the ~~proceeds of new~~ aggregate Global Revolving ~~Borrowings made simultaneously with such repayments by the Revolving Lenders~~Loan Commitments. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in ~~Section 4.02~~ Article IV shall be satisfied (with all references in such Section to a ~~Borrowing~~ Credit Event being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by ~~a Responsible Officer~~the chief financial officer or other Authorized Officer of the US Borrower. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of ~~an Existing~~ the Maturity Date in accordance with the express terms of this ~~Section~~Section 2.26, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans and Letters of Credit of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.09(c) or Section ~~2.17(b~~2.19(b) or ~~2.17(c~~2.26(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b)~~10.11. (f) The ~~Borrower,~~ US Borrower and the Administrative Agent ~~and the Consenting Lenders~~ may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has been approved by the Required Lenders and become effective in accordance with the provisions of this ~~Section~~Section 2.26.

Appears in 1 contract

Samples: Credit Agreement (Compass Minerals International Inc)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects option to extend ~~only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of~~ the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Initial Maturity Date of the ~~applicable Commitments and/or Loans shall, as~~ Facility to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Initial Extended Maturity Date (the “Initial Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(iOption”), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the following conditions (in the sole but good faith discretion of the Lender): (a) the Borrower shall have given the Lender written notice (each, an “Extension Notice”) of the Borrower’s request to exercise the Initial Extension Option, at least sixty (60), but not more than one hundred twenty (120) days prior to the Initial Maturity Date; (b) the Borrower shall have paid or caused to be paid the non-refundable Extension Fee on or before the date that the applicable Initial Extension Option is effective (such date of effectiveness, the “Initial Extension Effective Date”); (c) no Event of Default shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Notice; (d) no event of default under any of the Property Loan Documents constituting Material Debt shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Notice; (e) the Borrower shall have paid all third-party costs and expenses and all other reasonable and documented costs and expenses actually incurred by the Lender in connection with such extension, including without limitation, underwriting and title costs and the costs and reasonable and documented expenses of legal counsel; (f) all representations and warranties set forth in ~~Section 4.02~~the Loan Documents shall be true and correct as if remade on such date, ~~such repayments may be funded~~ after giving effect to changes in facts or circumstances since the Closing Date permitted by the Loan Documents and disclosed to the Lenders in writing; (g) the Borrower and its Subsidiaries are in compliance with the ~~proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders~~ covenants contained in ~~accordance with their extended Revolving Commitments;~~ Section 5.04 immediately before and ~~(iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans~~, on ~~the Existing Maturity Date~~a pro forma basis, immediately after such extension, together with supporting information demonstrating such compliance; and (h) the Borrower shall ~~repay all~~ have provided such other information as is otherwise reasonably requested by the ~~Loans~~ Lender in connection with such extension. (b) The Borrower shall have the additional option to extend the Initial Extended Maturity Date of ~~such Class of each Declining Lender,~~ the Facility to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed thatAdditional Extended Maturity Date (the “Additional Extension Option”), subject to satisfaction of the following conditions (in the sole but good faith discretion of the Lender): (a) the Borrower shall have given the Lender an Extension Notice of the Borrower’s request to exercise the Additional Extension Option, at least sixty (60), but not more than one hundred twenty (120) days prior to the applicable Maturity Date; (b) the Borrower shall have paid or caused to be paid the non-refundable Additional Extension Fee on or before the date that the applicable Additional Extension Option is effective (such date of effectiveness, the “Additional Extension Effective Date”); (c) no Event of Default shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Notice; (d) no event of default under any of the Property Loan Documents constituting Material Debt shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Notice; (e) the Borrower shall have paid all third-party costs and expenses and all other reasonable and documented costs and expenses actually incurred by the Lender in connection with such extension, including without limitation, underwriting and title costs and the costs and reasonable and documented expenses of legal counsel; (f) all representations and warranties set forth in ~~Section 4.02~~the Loan Documents shall be true and correct as if remade on such date, ~~such repayments may be funded~~ after giving effect to changes in facts or circumstances since the Closing Date permitted by the Loan Documents and disclosed to the Lenders in writing; (g) the Borrower and its Subsidiaries are in compliance with the ~~proceeds of new Revolving Borrowings made simultaneously~~ covenants contained in Section 5.04 immediately before and, on a pro forma basis, immediately after such extension, together with supporting information demonstrating such compliance; and (h) the Borrower shall have provided such other information as is otherwise reasonably requested by the Lender in connection with such ~~repayments by the Revolving Lenders~~extension. (dc) ~~Notwithstanding~~ In the ~~foregoing~~event that an extension of the Facility is effected pursuant to this Section 2.16 (but subject to the provisions of Sections 2.05, no 2.06 and 6.01), the aggregate principal amount of all Advances shall be repaid in full ratably to the Lenders on the Maturity Date as so extended. As of an Extension ~~Request shall become effective hereunder unless, on the Extension Effective~~ Date, ~~the conditions set forth in Section 4.02 shall be satisfied (with~~ any and all references in ~~such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and~~ this Agreement, the ~~Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding~~ Term Loan Notes, if any, or any ~~provision~~ of ~~this Agreement~~ the other Loan Documents to the ~~contrary, it is hereby agreed that no extension of an Existing~~ “Maturity Date” with respect to the Facility shall refer to the Maturity Date in ~~accordance with the express terms of this Section, or any amendment or modification~~ respect of the ~~terms and conditions of~~ Facility, as the ~~Commitments and the Loans of the Consenting Lenders effected pursuant thereto~~case may be, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)as so extended. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Credit Agreement (Trinity Place Holdings Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders and the Issuing Banks) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable~~ Commitments of any Class ~~of Commitments and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the applicable Lenders and the Issuing Banks extend the Existing Maturity Date in accordance with this Section; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the ~~applicable~~ Class of Commitments ~~and/or Loans hereunder to be extended, (ii) specify~~ and the date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then-scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) of the applicable Class extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~10.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender of the applicable ~~Lender~~ Class shall have the ~~right, but~~ right to agree or not ~~the obligation, to~~ agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of ~~the~~ its Commitment ~~and/or Loans~~ and, if such Lender (or a designated Affiliate of such ~~Lender~~ Lender) is then serving as an Issuing Bank, its (or its designated Affiliate’s) Issuing Bank Sublimit, with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ (x) that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining ~~Lender). If a~~ Lender ~~elects to extend only a portion~~ and (y) that, in the case of ~~its~~ any Lender then ~~existing Commitment and/or Loans~~serving (or whose designated Affiliate is then serving) as an Issuing Bank, ~~it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of~~ (I) the ~~remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class~~ Issuing Bank Sublimit of such Lender (or such designated Affiliate) shall ~~be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and~~ not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance connection with ~~the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion~~ an extension of such Lender’s ~~Commitment and/or Loans subject~~ Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to ~~a Maturity Date Extension Request that it has not agreed to extend~~the Borrower and (II) ~~with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall~~ for ~~all~~ purposes ~~constitute a Consenting Lender in respect~~ of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity DateSection 2.4(a), the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.“Maturity

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (DoorDash Inc)

Extension of Maturity Date. (a) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon written notice to the Administrative Agent (an “Extension Request”), which shall promptly ~~deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for~~ notify the applicable Class of ~~Commitments and/or~~ Lenders, request one or more extensions of the maturity date applicable to the Term Loans ~~hereunder~~ of a given Class (each, an “Existing Term Loan Tranche” and the extended loans of such Class, the “Extended Term Loans”) then in effect (such existing maturity date applicable to ~~be extended (~~any Class of Term Loans being the “Existing Term Loan Maturity Date”~~), request that the Lenders extend the Existing Maturity Date~~ ) to a date specified in ~~accordance with this Section.~~ such Extension Request. (b) Each ~~Maturity Date~~ Extension Request shall ~~(i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii)~~ specify the date to on which the ~~applicable Maturity Date is sought to~~ Borrower proposes that the extension shall be ~~extended~~effective, ~~(iii) specify the changes, if any,~~ which shall be a date reasonably satisfactory to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and Administrative Agent. Within the time ~~as of which~~ period specified in such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall ~~have~~ notify the ~~right, but not the obligation,~~ Administrative Agent whether it consents to ~~agree to the~~ such extension ~~of the Existing Maturity Date~~ (which consent may be given or withheld in such Lender’s sole and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each absolute discretion). Any Lender not ~~agreeing thereto being referred~~ responding within the above time period shall be deemed not to ~~herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of~~ have consented to such ~~Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the~~ extension. The Administrative ~~Agent) not later than a day to be agreed upon by~~ Agent shall promptly notify the Borrower and the ~~Administrative Agent following~~ applicable Lenders of such Lenders’ responses. (c) The maturity date applicable to any Class of Term Loans shall be extended only with respect to such Existing Term Loan Tranche held by such Lenders that have consented thereto (the ~~date on which~~ Lenders providing term loans that so consent being the ~~Maturity Date Extension Request shall have been delivered by~~ “Extending Term Lenders” and the ~~Borrower~~ Lenders providing term loans that declined being the “Non-Extending Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right as set forth above~~ that, except for the consents of Extending Term Lenders no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, the scheduled maturity date with respect to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect the Term Loans of the ~~remaining portion of its Commitment and/or Loans~~relevant Class held by the Extending Term Lenders shall be extended to the date specified in the Extension Request, ~~and~~ which shall become the ~~aggregate principal amount of each Type of Loans~~ new maturity date of the applicable Class of Term Loans (such ~~Lender shall be allocated ratably among~~ maturity date for the ~~extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such~~ Term Loans so ~~extended~~ affected, the “Extended Term Loan Maturity Date”). The Administrative Agent shall promptly confirm to the applicable Extending Term Lenders and ~~not extended. If Consenting~~ Non-Extending Lenders ~~shall have agreed to~~ such ~~Maturity Date Extension Request in respect of Commitments and/or Loans held by them~~extension, ~~then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as~~ specifying the effective date ~~thereof~~ of such extension (the “Extension Effective Date”), the Existing Term Loan Maturity Date applicable to the Non-Extending Lenders, and the Extended Term Loan Maturity Date (after giving effect to such extension) applicable to the Extending Term Lenders. (d) The proposed terms of the Extended Term Loans to be established shall (x) be identical as offered to each Lender under the applicable tranche of Term Loan and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, except that: (i) the ~~Existing Maturity Date~~ maturity date of the Extended Term Loans shall be later than the maturity date of the applicable ~~Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein,~~ Existing Term Loan Tranche; (ii) ~~the terms and conditions~~ all or any of the ~~applicable Commitments and/or~~ scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the ~~Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth~~ extent provided in the ~~Maturity Date~~ applicable Extension ~~Request and~~ Amendment; (iii) the “effective 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 the “effective yield” for the Term Loans of such Existing Term Loan Tranche, in each case, to the 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 final maturity date of the Term Loans held by the Non-Extending Lenders that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (v) Extended Term Loans may have call protection as may be agreed by the Borrower and the Extending Lenders; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche from which they were amended) are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effectiveTerm Loans. (be) As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Effective Date, signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such extension, the representations and warranties contained in Article V made by it that are qualified by materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case any such representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct as of such earlier date and any such representation and warranty that is not so qualified shall be true and correct in all material respects as of such earlier date, and no Default or Event of Default exists or will exist as of the Extension Effective Date. (f) Notwithstanding anything to the ~~foregoing~~contrary herein, the Borrower shall have the right, at any time after any applicable Extension Effective Date and prior to any applicable Existing Term Loan Maturity Date, at the Borrower’s sole expense and effort, upon notice to such Non-Extending Lender and the Administrative Agent, to require each such Non-Extending Lender to assign and delegate, without recourse (in accordance with and subject to the ~~provisions~~ restrictions contained in Section 10.9), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) the Borrower shall have received the prior written consent of ~~Sections 2.18(b~~the Administrative Agent (to the extent such consent is required pursuant to Section 10.9), which consent(s) shall not unreasonably be withheld or delayed, (ii) each Non-Extending Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 10.9(b)(iv) and ~~9.04, at any time prior~~ (iv) in no event shall the Borrower be entitled to ~~the Existing Maturity Date, to replace a Declining Lender~~ exercise its replacement right under this subclause (~~for the avoidance of doubt, only in~~ f) with respect ~~of that portion of such Lender’s Commitment and/or Loans subject~~ to a ~~Maturity Date Extension Request~~ Non-Extending Lender that ~~it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any~~ is also acting as the Administrative Agent. Any such replacement Lender shall for all purposes constitute ~~a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement~~an Extending Term Lender. (cg) ~~If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect~~ Notwithstanding the terms of ~~a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date~~Section 10.2, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall ~~have received a certificate~~ be entitled (without the consent of any other Lenders except to the extent required under subsection (c) above) to enter into any amendments (an “Extension Amendment”) to this Agreement that ~~effect dated such~~ the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of the maturity date and ~~executed by a Responsible Officer~~other amendments applicable to any Class of Term Loans pursuant to this Section 2.6. (eh) ~~Notwithstanding any provision~~ At no time shall there be Classes of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Term Loans ~~of the Consenting Lenders effected pursuant thereto, shall be deemed to~~ hereunder which have more than three (i3) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)different maturity dates. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Belden Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) ~~specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable~~ The Initial Maturity Date ~~is sought to~~ may be ~~extended, (iii) specify the changes, if any,~~ extended to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Extended Maturity Date ~~and~~ at the ~~time as~~ option of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, ~~each applicable Lender shall have the right, but not the obligation,~~ subject to ~~agree to the extension~~ satisfaction (or waiver) of the ~~Existing Maturity Date and other matters contemplated thereby on the terms and subject to the~~ following conditions ~~set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender”~~ precedent, upon which such extension shall automatically take effect and each Lender ~~not agreeing thereto being referred~~ shall be deemed to ~~herein~~ have agreed to such Extension Request: (1) on and as ~~a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount~~ of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date ~~Extension Request~~ is extended, the representations and warranties of the Loan Parties contained herein shall be true and correct in all material respects (except those representations and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, as though made on and as of such date, except to the extent that any representation or warranty specifically relates only to an earlier date, in which case it shall have been true and correct in all material respects (except those representations and warranties qualified by materiality or Material Adverse Effect, which shall have been true and correct in all respects) as of such earlier date; (2) on or prior to the date on which the Maturity Date is extended, all Mortgage Collateral Deliverables shall have been executed (if applicable) and delivered subject to the terms and conditions herein (unless delivery thereof has not been requested by the Administrative Agent (at the direction of the Requisite Lenders)); (3) on and as of the date on which the Maturity Date is extended, no Potential Event of Default or Event of Default shall have occurred and be continuing; (4) the Borrower shall have made such request to the Administrative Agent not less than fifteen (15) days (or such later date agreed to by the Requisite Lenders) and not earlier than sixty (60) days, prior to the Initial Maturity Date, by delivering to the Administrative Agent a copy of an irrevocable extension request signed by the Borrower (~~it being understood and agreed that any Lender that~~ an “Extension Request”) in substantially the form of Exhibit E hereto; and (5) a confirmation order confirming a Plan of Reorganization pursuant to section 1129 of the Bankruptcy Code shall have ~~failed to exercise such right as set forth above~~ been entered, which confirmation order shall be ~~deemed to be~~ a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended final and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by themappealable order, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be ~~specified therein, (ii) the terms~~ in full force and ~~conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest~~ effect and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been ~~so purchased~~vacated, ~~assigned and transferred~~reversed, modified, amended or stayed in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lendersany respect. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Restructuring Support Agreement (Washington Prime Group, L.P.)

Extension of Maturity Date. (a) ~~The Borrower may~~WBA may extend the Maturity Date with respect to one or multiple Tranches for additional periods of 364 days or eighteen months (in each case, a “Maturity Date Extension”), by ~~delivery~~ providing written notice of ~~a Maturity Date Extension Request~~ such request to the Administrative Agent ~~(which shall promptly deliver a copy thereof to each of the Lenders)~~ not more than 90 days and not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the Maturity Date for the applicable Tranche then in effect (such anniversary of the applicable Maturity Date, the “Extension Date”). The Administrative Agent shall promptly notify each Lender under the applicable Tranche of such request and each Lender under the applicable Tranche shall then, in its sole discretion, notify WBA and the Administrative Agent in writing within 10 Business Days after such request whether such Lender will consent to the extension (each such Lender consenting to the applicable extension, a “Consenting Lender”). The failure of any Lender to notify WBA and the Administrative Agent of its intent to consent to an extension within such period shall be deemed a rejection by such Lender, as applicable. Such extension shall be effective as to Consenting Lenders under the applicable Tranche if the Required Tranche Lenders approve such Maturity Date Extension for such Tranche; provided, in each case, that (A) the applicable Maturity Date following any such extension for the applicable Tranche shall not be a date that is more than eighteen months after the applicable Extension Date and (B) at the existing Maturity Date for the applicable ~~Class of Commitments and/or Loans hereunder~~ Tranche in effect prior to ~~be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing~~ each Maturity Date ~~in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended~~Extension, (ii1) ~~specify~~ the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting commitments of Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrowerincluding, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, ~~only in respect of~~ the Swing Line Lender) under the applicable Tranche that ~~portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has~~ did not ~~agreed to extend) with a Lender or other financial institution that will agree~~ consent to such Maturity Date Extension ~~Request, and any~~ (each such ~~replacement~~ Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, consenting to the ~~extent not assumed~~extension, ~~assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each~~ a “Declining Lender~~, to the extent such Loans shall not have been so purchased, assigned~~ ”) will be terminated and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such ~~Class of each Declining Lender, to~~ Lenders (or participations in any Swing Line Loans) under the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, applicable Tranche will be repaid (it being understood ~~and agreed that, subject to satisfaction~~ that the commitments of the ~~conditions set forth~~ Declining Lenders not consenting to such extension will remain in ~~Section 4.02, such repayments may be funded with~~ effect until the ~~proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no~~ Maturity Date ~~Extension Request~~ for the applicable Tranche originally applicable to such Lenders) and (2) the applicable Borrower shall ~~become effective hereunder unless~~make such additional prepayments as shall be necessary in order that the Loans under the applicable Tranche immediately after such existing Maturity Date will not exceed, ~~on the Extension Effective Date~~respectively, the ~~conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and~~ Aggregate Commitments under the ~~Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer~~applicable Tranche. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)

Extension of Maturity Date. (a) ~~The Borrower may~~WBA may extend the Maturity Date for an additional period of one year (in each case, a “Maturity Date Extension”), by ~~delivery~~ providing written notice of ~~a Maturity Date Extension Request~~ such request to the Administrative Agent (~~which shall promptly deliver a copy thereof to each~~ the effective date of ~~the Lenders) not less than ten days (or~~ such ~~shorter period as agreed to by the Administrative Agent) prior to the then existing~~ Maturity Date ~~for the applicable Class of Commitments and/or Loans hereunder to be extended (~~Extension, the “~~Existing Maturity~~ Extension Date”). The Administrative Agent shall promptly notify each Lender of such request and each Lender shall then, in its sole discretion, notify WBA and the Administrative Agent in writing within 10 Business Days after such request ~~that~~ whether such Lender will consent to the extension (each such Lender consenting to the extension, a “Consenting Lender”). The failure of any Lender to notify WBA and the Administrative Agent of its intent to consent to an extension within such period shall be deemed a rejection by such Lender. Such extension shall be effective as to Consenting Lenders ~~extend~~ if the ~~Existing~~ Required Lenders approve such Maturity Date Extension; provided, in ~~accordance with this Section. Each Maturity Date Extension Request shall~~ each case, that (iA) ~~specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which~~ the applicable Maturity Date following any such extension shall not be a date that is ~~sought~~ more than eighteen months after the applicable Extension Date and (B) at the existing Maturity Date in effect prior to ~~be extended~~each Maturity Date Extension, (~~iii~~1) ~~specify~~ the ~~changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting~~ commitments of Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrowerincluding, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, ~~only in respect of~~ the Swing Line Lender) that ~~portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has~~ did not ~~agreed to extend) with a Lender or other financial institution that will agree~~ consent to such Maturity Date Extension ~~Request~~(each such Lender not consenting to the extension, a “Declining Lender”) will be terminated and the Loans of such Lenders (or participations in any ~~such replacement Lender shall for all purposes constitute a Consenting Lender in respect~~ Swing Line Loans) (it being understood that the commitments of the ~~Commitment and/or Loans assigned~~ Declining Lenders not consenting to ~~and assumed by it on and after~~ such extension will remain in effect until the ~~effective time of such replacement. (c) If a~~ Maturity Date ~~Extension Request has become effective hereunder:~~ originally applicable to such Lenders) and (i2) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of~~ the ~~Revolving Commitments, not later than the Existing Maturity Date, the~~ applicable Borrower shall make such additional prepayments ~~of Revolving~~ as shall be necessary in order that the Loans ~~and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i),~~ hereunder immediately after such ~~that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date~~ existing Maturity Date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing Revolving Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section; provided that, for the avoidance of doubt, each Lender may elect to agree or not agree, in its sole discretion, to an extension of a Revolving Maturity Date. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Revolving Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Revolving Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Revolving Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. For the avoidance of doubt, the obligation of any Issuing Bank to issue Letters of Credit under this Agreement shall not be extended beyond the Revolving Maturity Date applicable thereto without the consent of such Issuing Bank. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b~~2.19(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the fifth Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and Swingline Loans and shall provide cash collateral in respect of Letters of ~~Credit~~ Credit, in each case, in the manner set forth in Section ~~2.04(i~~2.05(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or Swingline Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of made by each Declining ~~Lender,~~ Lender to the Borrower to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in clauses (a) and (b) of Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrower. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.08(c) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.9.02

Appears in 1 contract

Samples: Credit Agreement (Arconic Corp)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders and the Issuing Banks) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable~~ Commitments of any Class ~~of Commitments and/or Loans~~ (as defined below) hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the applicable Lenders and the Issuing Banks extend the Existing Maturity Date in accordance with this Section; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the ~~applicable~~ Class of Commitments ~~and/or Loans hereunder to be extended, (ii) specify~~ and the date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the latest then-scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) of the applicable Class extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~10.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals ~~have~~ having been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender of the applicable ~~Lender~~ Class shall have the ~~right, but~~ right to agree or not ~~the obligation, to~~ agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender” and the Commitments of each group of Consenting Lenders (as so extended) and the Commitments of each group of Declining Lenders (not so extended) shall be considered separate “classes” (each, a “Class”)), which right may be exercised by written notice thereof, specifying the maximum amount of ~~the~~ its Commitment ~~and/or Loans~~ and, if such Lender (or a designated Affiliate of such ~~Lender~~ Lender) is then serving as an Issuing Bank, its (or its designated Affiliate’s) Issuing Bank Sublimit, with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ (x) that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender and (y) that, in the case of any Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank, (I) the Issuing Bank Sublimit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.4(a), the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its Issuing Bank Sublimit will be the Maturity Date in respect of such Letter of Credit Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) ~~having~~ have been obtained, except that any such modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become ~~effective~~effective and (iv) in the case of any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its Issuing Bank Sublimit, or shall have agreed to extend the Existing Maturity Date with respect to less than the entire amount of its Issuing Bank Sublimit, such Issuing Bank shall not have the obligation to issue, amend, extend or increase Letters of Credit following the Extension Effective Date, if after giving effect to any such issuance, amendment, extension or increase, the Letter of Credit Usage attributable to Letters of Credit issued by such Issuing Bank that have an expiration date after the date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its Issuing Bank Sublimit would exceed the extended portion (if any) of such Issuing Bank Sublimit. (b) It is understood and agreed that (i) to the extent dealing with Letters of Credit which mature or expire after a Maturity Date when there exists a Class of Commitments with a longer Maturity Date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Commitments in accordance with their Applicable Percentage of the Commitments and (ii) all borrowings under the Commitments and payments in respect thereof or in respect of credit extensions thereunder shall be made on a pro rata basis across each Class in accordance with each Lender’s Applicable Percentage of the Commitments (except for (A) payments of interest and fees at different rates with respect to different Classes (and related outstandings) and (B) repayments required upon the then scheduled Maturity Date of the non-extending Commitments). (c) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~Article IX, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such ~~Lender~~Xxxxxx’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (cd) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, hereunder on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, the Borrower shall prepay the proportionate part of the outstanding Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new ~~Revolving~~ Borrowings made simultaneously with such repayments by the Consenting Lenders, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (de) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, (i) the conditions set forth in Section ~~4.02~~ 4.2 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrower and (ii) (if applicable) any amendment reporting to the FETA Reporting shall be made and shall have been accepted by the relevant foreign exchange authority. (ef) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~10.2(b). (fg) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (Coupang, Inc.)

Extension of Maturity Date. Borrower shall have the right to extend the Third Extended Commercial Loan Maturity Date to the Fourth Extended Commercial Loan Maturity Date upon Borrower's satisfaction of the following minimum terms and conditions on or prior to the Third Extended Commercial Loan Maturity Date: (a) ~~The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent~~ At least thirty (~~which shall promptly deliver a copy thereof to each of the Lenders~~30) ~~not less than ten~~ days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Third Extended Commercial Loan Maturity Date, ~~delivered to the~~ Borrower ~~(with a copy to the Administrative Agent) not later than a day to be agreed upon by the~~ shall give Lender written notice that Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion desires an extension of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective.said maturity date; (b) ~~Notwithstanding~~ At the ~~foregoing,~~ time of delivery of said extension notice and at the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such ~~replacement.~~extension, no Event of Default or event or condition which with notice or lapse of time (or both) would become an Event of Default shall have occurred or be continuing; (c) There shall have been no material adverse change in Borrower's or Guarantor's financial condition since the Third Extended Commercial Loan Maturity Date; (d) Borrower shall have complied with its obligation to provide Lender with the items set forth in SECTION 10.11; (e) If requested by Lender, each Lessee shall have delivered to Lender an estoppel certificate, in form and substance reasonably satisfactory to Lender, confirming to Lender that the Lease to which such Lessee is a party remains unmodified (except as previously consented to by Lender in writing) and in full force and effect with no defaults on the part of Borrower thereunder, that the construction of the Commercial Improvements demised pursuant to such Lease has been completed in a manner satisfactory to such Lessee, and that such Lessee is in occupancy of such Commercial Improvements pursuant to such Lease, with no offsets, defenses or counterclaims to its obligations under such Lease and under the Subordination to which such Lessee is a party; provided, however, that to the extent that a Lease does not require a Lessee to provide Lender with an estoppel certificate in the form described above or a Lessee otherwise fails to deliver to Lender an estoppel certificate in the form described above (notwithstanding Borrower's reasonable efforts to obtain such an estoppel certificate for Lender), Borrower shall provide Lender with such an estoppel certificate in connection with the Lease to which any such Lessee is a party (and such estoppel certificate shall also be a "Loan Document"); (f) On or prior to the Third Extended Commercial Loan Maturity Date, Borrower shall pay Lender an extension fee in the amount equal to one-half of one percent (.50%) of the outstanding principal balance of the Commercial Loan as of the Third Extended Commercial Loan Maturity Date ~~Extension Request has become effective hereunder:~~(taking into account the payment of $3,000,000.00 pursuant to SECTION 2.1.6(h) below). Borrower shall pay any fees owed pursuant to this SECTION 2.1.6(f) in cash or immediately available United States funds. Fees payable pursuant to this SECTION 2.1.6(f) shall be (i) payable to Lender in addition to the amounts payable under SECTIONS 2.1.6(g) and 2.1.6(h), and (ii) fully earned and non-refundable regardless of whether the Commercial Loan is paid prior to the Fourth Extended Commercial Loan Maturity Date; (g) On or prior to the Third Extended Commercial Loan Maturity Date, Borrower shall pay to Lender, in cash or immediately available United States funds, all interest, fees and other amounts (other than principal) then due and owing under the Commercial Loan, which shall be payable to Lender in addition to the amounts payable under SECTIONS 2.1.6(f) and 2.1.6(h); (h) On or prior to the Third Extended Commercial Loan Maturity Date, Borrower shall pay to Lender, in cash or immediately available United States funds, in addition to all other payments of principal required on the Commercial Loan, the additional amount of Three Million Dollars ($3,000,000.00), which amount (a) shall be payable to Lender in addition to the amounts payable under SECTIONS 2.1.6(f) and 2.1.6(g), and (b) shall be applied toward the payment of the outstanding principal balance of the Commercial Loan; (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of~~ On the ~~Revolving Commitments, not later than the Existing~~ Third Extended Commercial Loan Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in ~~Section 4.02~~SECTION 3.1 and in EXHIBIT D shall, ~~such repayments may~~ unless waived by Lender, continue to be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitmentssatisfied; and (~~iii~~j) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans~~Borrower shall, on or prior to the ~~Existing~~ Third Extended Commercial Loan Maturity Date, cause the ~~Borrower shall repay all the Loans of such Class of each Declining~~ Title Company to deliver to Lender, at Borrower's sole cost and expense, any endorsements to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction Title Insurance Policy as reasonably may be requested by Lender." (v) SECTION 10.24 of the ~~conditions set forth~~ Loan Agreement is hereby deleted in ~~Section 4.02, such repayments may be funded~~ its entirety and replaced with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.following:

Appears in 1 contract

Samples: Loan Agreement (Burnham Pacific Properties Inc)

Extension of Maturity Date. (1) The Borrower may request that the Maturity Date be extended for a one-year period by delivering to the Agent a written notice to that effect between 90 and 60 days prior to March 31 of each year. If all Lenders who have Commitments agree to the extension request within 45 days from the receipt of such notice, the Agent will notify the Borrower of same and the Maturity Date will be extended for a period of one year from the then current date of the Maturity Date. Subject to Section 2.9(2) below, unless all such Lenders agree to the extension request within said 45 day period, the Maturity Date will not be extended and the Advances under the Credit will be repayable on the then current Maturity Date. (2) If the Required Lenders have agreed to an extension of the Maturity Date within the period specified in Section 2.9(1), the Agent will notify the Borrower of same together with specifying the names of the Lenders who have not provided their consent (the "Non-Extending Lenders"). After receipt of such notice and until the 30th day following such notification, the Borrower will be entitled to exercise any of the following options (or a combination of both): (a) ~~The~~ the Borrower ~~may, by delivery~~ may require that each such Non-Extending Lender assign its rights under the Credit to another Person who qualifies as an assignee under Section 10.2 and who has agreed to assume the Commitment of ~~a Maturity Date Extension Request~~ such Non-Extending Lender and to consent to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”)extension, request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date assignment and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it assumption will be ~~deemed~~ effective unless the consideration payable to such Non-Extending Lender for ~~purposes hereof~~ the assignment includes all amounts owed to ~~be a Consenting Lender in respect of~~ such ~~extended portion and a Declining~~ Non-Extending Lender in respect of the ~~remaining portion of its Commitment and/or Loans,~~ Credit and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as is paid to the ~~Consenting Lenders, be extended~~ latter by the assignee; Section 10.2 will apply (adapted accordingly) to ~~such date as shall be specified therein, (ii)~~ the ~~terms~~ said assignment and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective.assumption; (b) ~~Notwithstanding the foregoing,~~ the Borrower ~~shall have~~ may cancel in its entirety the ~~right, in accordance with the provisions~~ Commitment of ~~Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining~~ each Non-Extending Lender ~~(for the avoidance of doubt, only in respect of~~ provided that ~~portion of~~ no such ~~Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that~~ cancellation will ~~agree~~ be effective unless all amounts owed to such ~~Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting~~ Non-Extending Lender in respect of the ~~Commitment and/or Loans assigned~~ Credit are paid to ~~and assumed by it on and after~~ the ~~effective time of such replacement.~~latter; (c) ~~If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of~~ upon written notice to the ~~Revolving Commitments, not later than the Existing Maturity Date~~Agent, the Borrower ~~shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in~~ may elect to maintain the ~~manner set forth in Section 2.04(i), such that, after giving effect~~ existing Maturity Date applicable to ~~such prepayments and such provision of cash collateral,~~ the ~~Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving~~ Commitments of the ~~Consenting Lenders extended pursuant to this Section (and~~ Non-Extending Lender while extending the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date ~~Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall,~~ applicable to the ~~extent not assumed, assigned or transferred as provided in paragraph (b)~~ Commitments of ~~this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender,~~ those Lenders that have agreed to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders.extension request; (d) ~~Notwithstanding~~ the ~~foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on~~ Borrower may withdraw the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officerapplicable extension request. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Credit Agreement (Iamgold Corp)

Extension of Maturity Date. (a) ~~The Borrower~~ Hyatt, on one or more occasions may, in each case by ~~delivery of a Maturity Date Extension Request~~ notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each of~~ notify the Lenders) not less than ~~ten~~ 45 days and not more than 90 days (or the date of such ~~shorter period as agreed to by~~ delivery, the ~~Administrative Agent~~“Extension Date”) prior to each or any of the ~~then existing Maturity~~ third, fourth and fifth anniversaries of the Closing Date ~~for the applicable Class of Commitments and/or Loans hereunder to be extended~~ (~~the~~ each, an “~~Existing Maturity~~ Anniversary Date”), request that ~~the Lenders~~ each Lender extend ~~the Existing~~ such Lender’s Maturity Date ~~in accordance with this Section~~to the date (the “New Maturity Date”) that is one year after the then effective Maturity Date. Each ~~Maturity~~ Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given no later than the date (the “Consent Date”) that is 20 days prior to the relevant Anniversary Date ~~Extension Request~~ (provided that, if such date is not a Business Day, the Consent Date shall be the next succeeding Business Day), advise the Administrative Agent as to (i) ~~specify the applicable Class~~ whether or not such Lender agrees to such extension of ~~Commitments and/or Loans hereunder~~ its Maturity Date (each Lender so agreeing to ~~be extended,~~ such extension being an “Extending Lender”) and (ii) ~~specify~~ only if such Lender is an Extending Lender, whether or not such Lender also irrevocably offers to increase the ~~date~~ amount of its Commitment (each Lender so offering to ~~which~~ increase its Commitment being an “Increasing Lender” as well as an Extending Lender) and, if so, the ~~applicable~~ amount of the additional Commitment such Lender so irrevocably offers to assume hereunder (such Lender’s “Proposed Additional Commitment”). Each Lender that determines not to extend its Maturity Date ~~is sought to be extended,~~ (~~iii~~a “Non-Extending Lender”) ~~specify~~ shall notify the ~~changes, if any, to~~ Administrative Agent of such fact promptly after such determination but in any event no later than the ~~Applicable Rate to be applied in determining the interest payable on the Loans of~~Consent Date, and ~~fees payable hereunder to, Consenting Lenders (as defined below)~~ any Lender that does not advise the Administrative Agent in ~~respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be~~ writing on or prior to the ~~Existing Maturity Date)~~ Consent Date shall be deemed to be a Non-Extending Lender and (ivwithout limiting Hyatt’s rights under Section 2.23(c)) ~~specify~~ shall have no liability to Hyatt in connection therewith. The election of any Lender to agree to such extension shall not obligate any other ~~amendments or modifications~~ Lender to so agree. The Administrative Agent shall notify Hyatt and the Lenders of each Lender’s determination under this ~~Agreement to be effected in connection with such Maturity Date Extension Request; provided~~ Section 2.23(a) no later than the date that ~~no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective~~ is 15 days prior to the ~~Latest~~ relevant Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day). (i) If all of the Lenders are Extending Lenders, then, effective as of the Consent Date, the Maturity Date ~~unless~~ of each Lender shall be extended to the New Maturity Date, and the respective Commitments of the Lenders will not be subject to change at such ~~other approvals have been obtained. In~~ Consent Date pursuant to this Section 2.23. (ii) If and only if the ~~event a~~ sum of (x) the aggregate amount of the Commitments of the Extending Lenders plus (y) the aggregate amount of the Proposed Additional Commitments of the Increasing Lenders (such sum, the “Extending Commitments”) shall be equal to at least 50% of the then Aggregate Revolving Committed Amount, then: (1) effective as of the Consent Date, the Maturity Date ~~Extension Request~~ of each Extending Lender shall be extended to the New Maturity Date; (2) Hyatt shall (so long as no Default shall have ~~been delivered by the Borrower, each applicable Lender shall~~ occurred and be continuing) have the right, but not the obligation, to ~~agree to the extension~~ take either of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender following actions with respect to ~~which such~~ each Non-Extending Lender ~~agrees to~~ during the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based period commencing on the ~~aggregate principal amount of such Loans so extended~~ Consent Date and ~~not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section,~~ ending on the ~~date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective~~ immediately succeeding Anniversary Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Credit Agreement (Hyatt Hotels Corp)

Extension of Maturity Date. (a) The Borrower may, by ~~delivery of a Maturity Date Extension Request~~ notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each of~~ notify the Lenders~~) not less than ten days (or~~ ), request that each Lender extend such ~~shorter period as agreed to by the Administrative Agent) prior to the then existing~~ Lender’s Maturity Date to a date that is one year after the Maturity Date then in effect for such Lender (it being agreed at no time shall any such extended Maturity Date result in a total maturity length of more than 5 years under this Agreement from the ~~applicable Class~~ date of ~~Commitments and/or Loans hereunder to be extended~~ any such extension) (the “Existing Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is 15 days after the date on which the Administrative Agent received the Borrower’s extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Maturity Date, an “Extending Lender”, and each other Lender, a “Non-Extending Lender”), provided that any Lender that does not so advise the ~~Lenders extend~~ Administrative Agent on or before the ~~Existing Maturity~~ Lender Notice Date ~~in accordance with this Section. Each Maturity Date Extension Request~~ shall ~~(i) specify the applicable Class of Commitments and/or Loans hereunder~~ be deemed to be ~~extended, (ii) specify~~ a Non-Extending Lender. The Administrative Agent shall notify the ~~date~~ Borrower of each Lender’s determination under this Section promptly upon receiving notice thereof from such Lender. The election of any Lender to ~~which the applicable Maturity Date is sought~~ agree to ~~be extended, (iii) specify the changes, if any,~~ such extension shall not obligate any other Lender to ~~the Applicable Rate to be applied in determining the interest payable on the Loans of~~so agree, and ~~fees payable hereunder to, Consenting Lenders (as defined below) in respect~~ it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of ~~that portion of their Commitments and/or Loans extended to such new Maturity Date and~~ the ~~time as of which such changes will become effective (which may be prior to the Existing~~ Maturity Date. (c) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender The Borrower shall have the right, but shall not ~~the obligation~~be obligated, ~~to agree to the extension of the Existing Maturity Date and other matters contemplated thereby~~ on ~~the terms and subject to the conditions set forth therein (each Lender agreeing to~~ or before the Maturity Date ~~Extension Request being referred~~ applicable to ~~herein~~ any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “~~Consenting Lender~~Lenders” ~~and each Lender not agreeing thereto being referred to herein as a~~ under this Agreement in place thereof, one or more financial institutions (each, an “~~Declining~~ Additional Commitment Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner procedures set forth in Section ~~2.04(i~~2.18(b). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Maturity Date), ~~such that, after giving effect~~ to ~~such prepayments~~ become an Extending Lender. (d) If (and ~~such provision~~ only if) the total of ~~cash collateral,~~ the ~~Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving~~ Commitments of the ~~Consenting~~ Lenders ~~extended pursuant~~ that have agreed to ~~this Section (~~extend their Maturity Date and the ~~Borrower shall not be permitted thereafter to request~~ new or increased Commitments of any ~~Revolving Loan or any issuance, amendment, renewal or extension~~ Additional Commitment Lenders is more than 50% of ~~a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed~~ the aggregate amount of the ~~Revolving~~ Commitments ~~so extended~~in effect immediately prior to the applicable Extension Date, then, effective as of the first date on which the foregoing conditions shall have been satisfied (the “Extension Date”)~~; (ii) solely in respect of a~~ , the Maturity Date ~~Extension Request~~ of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that has ~~become effective~~ been requested by the Borrower pursuant to (and approved in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (baccordance with) of this Section, ~~terminate,~~ and each Additional Commitment Lender shall thereupon become a Lender for all purposes of this Agreement and shall be bound by the ~~Borrower~~ provisions of this Agreement as a Lender hereunder and shall ~~repay all~~ have the ~~Revolving Loans~~ obligations of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining a Lender hereunder, ~~it being understood and agreed that,~~ provided that any extension of any Maturity Date pursuant to this Section shall be subject to ~~satisfaction of~~ the ~~conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments~~ receipt by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent ~~shall have received~~ of a certificate ~~to that effect~~ dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrower certifying that the conditions set forth in paragraphs (a) and (b) of Section 4.02 are satisfied. (e) ~~Notwithstanding any provision of this Agreement to~~ On the ~~contrary, it is hereby agreed that no extension of an Existing~~ Maturity Date applicable to any Non-Extending Lender, (i) the Commitment of such Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with ~~the express terms of this Section, or any amendment or modification~~ Section 2.09 (and shall pay to such Non-Extending Lender all of the ~~terms~~ other Obligations then owing to it under this Agreement) and ~~conditions~~ after giving effect thereto shall prepay in accordance with Section 2.10 any Revolving Loans outstanding on such date to the extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Percentages of the ~~Commitments~~ Lenders effective as of such date, and the ~~Loans~~ Administrative Agent shall administer any necessary reallocation of the ~~Consenting Lenders effected pursuant thereto~~Revolving Credit Exposures (without regard to any minimum borrowing, ~~shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of~~ pro rata borrowing and/or pro rata payment requirements contained elsewhere in this ~~Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b~~Agreement). (f) ~~The Borrower~~In connection with any extension of the Maturity Date pursuant to this Section, the Administrative Agent and the ~~Consenting Lenders may enter into an amendment~~ Borrower may, without the consent of any Lender or Issuing Bank, effect such amendments to this Agreement ~~to effect such modifications~~ as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to ~~reflect the terms of any Maturity Date Extension Request that has become effective in accordance with~~ give effect to the provisions of this Section. This Section shall supersede any provisions in Section 2.17 to the contrary. Nothing in this Section shall be construed to limit any amendment to extend the Maturity Date of any Lender that is otherwise permitted by Section 10.02.

Appears in 1 contract

Samples: Credit Agreement (Northrop Grumman Corp /De/)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section.~~ Section 2.21; provided that (i) no Event of Default shall have occurred and be continuing at the time a Maturity Date Extension Request is delivered to the Lenders or at the time of the applicable extension, (ii) except as to interest rates, fees, amortization and final maturity (which shall be subject to the requirements of this Section 2.21, be determined by the Borrower and set forth in the relevant Maturity Date Extension Request), the Commitments and/or Loans extended pursuant to a Maturity Date Extension Request shall have the same terms as the original Commitments and/or Loans subject to such Maturity Date Extension Request (except for modification to such terms that do not become effective until after the Latest Maturity Date), (iii) the weighted average life to maturity of any extended Term Loan shall not be shorter than the remaining weighted average life to maturity of the Term Loans extended thereby and (iv) no tranche of extended Commitments and/or Loans shall be in an amount less than $60,000,000, unless this requirement is waived by the Administrative Agent. (b) Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ then Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right but not the ~~obligation,~~ obligation to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (de) of this ~~Section~~Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (bc) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution reasonably satisfactory to the Administrative Agent (provided that the consent of the Administrative Agent shall not be required if such other financial institution is an Affiliate of a Lender or an Approved Fund) and, if such Declining Lender is a Revolving Lender, each Issuing Bank, that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such ~~replacement~~replacement (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance); provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to obtain a replacement Lender; provided further that (i) the applicable assignee shall have agreed to provide the Commitment and/or Loans so assigned on the terms set forth in such Maturity Date Extension Request and (ii) all obligations of the Borrower owing to the Declining Lender relating to the Commitments and/or Loans so assigned (including all accrued interest, fees and all other amounts payable in respect thereof) shall be paid in full at no less than the market value thereof by the assignee to such Declining Lender concurrently with such assignment and assumption (with the Borrower paying to such Declining Lender the difference between the price so paid by the assignee and par). (cd) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the fifth Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the ~~aggregate~~ Aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure of all Revolving Lenders would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (bc) of this ~~Section~~Section 2.21, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (de) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Samples: Credit Agreement (Crown Castle International Corp)

Extension of Maturity Date. ~~(a) The Borrower may~~Provided no Event of Default or Potential Default exists, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall ~~have the right, but~~ on request of Borrower not ~~the obligation, to agree to the extension of the Existing Maturity Date~~ more than ninety (90) days before and ~~other matters contemplated thereby on the terms and subject to the conditions set forth therein~~ not fewer than sixty (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of 60) days before the Maturity Date, ~~delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which~~ or any extension thereof, extend the Maturity Date ~~Extension Request shall have been delivered~~ for up to two (2) additional one-year periods upon the following conditions: (a) receipt and approval by ~~the Borrower (it being understood~~ Lender of a satisfactory current environmental Site Assessment and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed engineering report for ~~purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect~~ each of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective.Projects; (b) ~~Notwithstanding~~ determination by Lender, based on Lender's audit of the ~~foregoing~~Operating Revenues and Operating Expenses of the Projects, that the ~~Borrower shall have~~ Net Operating Income of the ~~right~~Projects provides a Cash on Cash Return of at least 13.0% per annum, ~~in accordance with the provisions~~ a Debt Service Coverage of ~~Sections 2.18(b) and 9.04,~~ at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Requestleast 1.45:1, and ~~any such replacement Lender shall for all purposes constitute~~ a ~~Consenting Lender in respect~~ Loan to Value Ratio of ~~the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement.~~not more than 80%; (c) ~~If a Maturity Date Extension Request has become effective hereunder:~~ receipt by Lender of an extension fee in the amount of one-half percent (i0.5%) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect~~ of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments principal balance of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended)Loan; (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) ~~Notwithstanding the foregoing~~Borrower's purchase of a further Interest Rate Protection Agreement satisfactory to Lender, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the ~~Administrative Agent shall have received a certificate~~ assignment of such Interest Rate Protection Agreement to ~~that effect dated such date and executed by a Responsible Officer.~~Lender, in form satisfactory to Lender; (e) ~~Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension~~ receipt by Lender of an ~~Existing Maturity Date~~ estoppel certificate executed by Operating Lessee and confirming that the Operating Lease is in ~~accordance with the express terms of this Section~~full force and effect, is not subject to any offsets, credits or ~~any amendment or modification of the terms~~ defenses, and ~~conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto,~~ as to such other matters as Lender reasonably shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)request. (f) ~~The Borrower~~execution by Borrower of an agreement, in form and substance satisfactory to Lender, renewing and extending the Maturity Date of the Loan and the liens, security interests and other obligations created by the Mortgages and the other Loan Documents for the applicable extension period; and (g) payment by Borrower of all costs and expenses of extending the Maturity Date, including, without limitation, the ~~Administrative Agent~~ fees and ~~the Consenting Lenders may enter into an amendment~~ expenses of Lender's counsel, recording costs, and any endorsement to ~~this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section~~title insurance required by Lender.

Appears in 1 contract

Samples: Loan Agreement (American Retirement Corp)

Common use of Extension of Maturity Date Clause in Contracts