Extension of Maturity Date. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which 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 Lenders of the applicable Tranche 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 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section. (c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above). (d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.
Appears in 5 contracts
Samples: Credit Agreement (Tesoro Corp /New/), Credit Agreement (Tesoro Logistics Lp), Credit Agreement (Tesoro Corp /New/)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate in such Extension time by the Company to all Lenders with Revolving Commitments with a like maturity date on a pro rata basis and (based on the aggregate outstanding principal amount of Revolving Commitments with a like maturity date), on the same terms to each such Lender, the Company is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Commitments and conditions as each other Lender otherwise modify the terms of such Revolving Commitments pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount terms of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed (including, without limitation, by increasing the maximum aggregate interest rate or fees payable in respect of such Revolving Commitments or Loans in respect thereof and/or modifying the scheduled termination of such Revolving Commitments and the scheduled repayments of principal amount in respect of Commitmentssuch Revolving Loans) (each, subject to an “Extension”), so long as the Extension Offer as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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.following terms are satisfied:
(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 immediately after giving effect to such Extension, at the time the Extension Offer is consummated,
(ii) the representations except as to interest rates, fees and warranties final maturity date (except which shall, subject to the extent such representation or warranty is already subject to a materiality qualifierimmediately succeeding clauses (iii), in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (aiv) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (bv), respectively, of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders Company and set forth in the relevant Extension Offer), the applicable Revolving Commitments of any Lender that agrees to an Extension Amendment with respect to such Revolving Commitments (an “Extended Lender”) extended pursuant to any Extension (“Extended Revolving Commitment”) shall have terms applicable prior to the original Maturity Date related to the Extended Revolving Commitments that are no more favorable in any material respect, taken as defined below); provided that a whole, to the Extended Lender than the terms of the Revolving Commitments subject to such Extension Offer,
(iiii) the final maturity date of any Extended Loan Revolving Commitments shall be no earlier than the original Maturity DateDate and at no time shall the Revolving Commitments (including Extended Revolving Commitments) have more than two different maturity dates,
(iv) if the aggregate amount of Revolving Commitments (calculated on the face amount thereof), in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate amount of Revolving Commitments offered to be extended by the Company pursuant to such Extension Offer, then the Revolving Commitments of such applicable Lenders shall be extended ratably up to such maximum amount based on the respective Revolving Commitments (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer,
(v) all documentation in respect of such Extension shall be consistent with the foregoing, and
(vi) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.17(b), (i) such Extensions shall not constitute optional or mandatory payments or prepayments for purposes of Section 2.05 and (ii) there shall no Extension Offer is required to be no reductions in any minimum amount or any minimum increment; provided that the Company may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Company’s sole discretion and may be waived by the Company) of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans applicable Revolving Commitments be tendered. The Administrative Agent and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect Lenders hereby consent to the existing LoansExtensions and the other transactions contemplated by this Section 2.17 (including, (iv) for the interest rate marginavoidance of doubt, rate floorspayment of any interest, fees and or premium applicable to in respect of any Extended Revolving Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 11.01 and any provision in this Agreement or the other Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, shall be Documents providing for payment on a pro rata basis with the basis) or any other Loans Loan Document that may otherwise prohibit any such Extension or Commitments (any other than upon the maturity of the non-extended Loans and Commitments) and (vi) the terms of the Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above)transaction contemplated by this Section 2.17.
(dc) In connection with No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate consent of each Loan Party dated as of the date of Lender agreeing to such Extension with respect to any of its Revolving Commitments (including any Extended Revolving Commitments). All Extended Revolving Commitments and all obligations in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V respect thereof shall be Obligations under this Agreement and the other Loan Documents that are true secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicableother Loan Documents. The Lenders hereby irrevocably authorize the 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 enter into amendments to this Agreement and the other Loan Documents with the Borrower and the other Loan Parties as may be necessary in order to establish new tranches or appropriate, sub-tranches in the reasonable opinion respect of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Revolving Commitments as a new Tranche of Commitments so extended 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 new Tranche (including to preserve the pro rata treatment of the extended and nontranches or sub-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche)tranches, in each case on terms consistent with this sectionSection 2.17.
(d) In connection with any Extension, the Company shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior written notice thereof, and shall agree to such procedures (to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.17.
Appears in 5 contracts
Samples: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)
Extension of Maturity Date. (a) The Borrower mayEach Revolving Credit Lender’s Revolving Credit Commitment may be extended, by written notice to if at the Administrative Agent from time to time, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be conditions specified in minimum increments of $25,000,000 Section 4.02 are met and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which 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 Lenders of the applicable Tranche 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 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V Section 5.05(b) and the other Loan Documents 5.06 are true and correct in all material respects respects, in the manner set forth in this Section 2.17, on not more than two occasions, for a period of one year after the date on which the Revolving Credit Commitment of such Revolving Credit Lender would have been terminated. If the Company wishes to request an extension of each Revolving Credit Lender’s Revolving Credit Commitment, it shall give notice to that effect to the Administrative Agent not less than 30 days and as not more than 90 days prior to the date that the Company desires that such extension take effect (the “Extension Date”, which Extension Date shall not be earlier than the date that is four years prior to the then applicable Maturity Date of the date Revolving Credit Commitments, such that, for the avoidance of doubt, the remaining term of the Revolving Credit Commitments after giving effect to such extension shall in no event exceed five years at any time), whereupon the Administrative Agent shall promptly notify each of the Revolving Credit Lenders of such Extensionrequest. Each Revolving Credit Lender wishing to extend shall respond affirmatively to such request within 15 days of such request (or such longer period as the Company and the Administrative Agent may reasonably agree) to the Administrative Agent. If any Revolving Credit Lender shall not have responded affirmatively within such 15-day period (or such longer period, if applicable), such Revolving Credit Lender shall be deemed to have rejected the Company’s proposal to extend its Revolving Credit Commitment, and only the Revolving Credit Commitments of those Revolving Credit Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an extension agreement in form reasonably satisfactory to the Administrative Agent and the Company (an “Extension Agreement”), duly completed and signed by the Company, the Administrative Agent and all of the Revolving Credit Lenders which have responded affirmatively. The Administrative Agent shall provide to the Company, no later than 10 days prior to the Extension Date for any such request, a list of the Revolving Credit Lenders which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Extension Date, and no extension of the Revolving Credit Commitments pursuant to this Section 2.17 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Revolving Credit Lenders having at least a majority of the aggregate amount of the Revolving Credit Commitments.
(b) If any Revolving Credit Lender rejects, or is deemed to have rejected, the Company’s proposal to extend its Revolving Credit Commitment (i) such Revolving Credit Lender’s Revolving Credit Commitments shall terminate on the Revolver Maturity Date applicable to such Revolving Credit Lender, (ii) the Company shall pay to such Revolving Credit Lender on the applicable Revolver Maturity Date any amounts due and payable to such Revolving Credit Lender on such date and (iii) the Company may, if it so elects, designate an Eligible Assignee to become a Revolving Credit Lender, or agree with an existing Revolving Credit Lender that such Revolving Credit Lender’s Revolving Credit Commitment shall be increased, provided that the aggregate amount of the Revolving Credit Commitments following any designation or agreement may not exceed the aggregate amount of the Revolving Credit Commitments as in effect immediately prior to the relevant request (except to the extent that the Revolving Credit Commitments are being increased pursuant to Section 2.15). Upon execution and delivery by the Company and such representations replacement Revolving Credit Lender or other Eligible Assignee of an instrument of assumption in form and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except amount reasonably satisfactory to the extent Administrative Agent and execution and delivery of the Extension Agreement pursuant to Section 2.17(a), such representation existing Lender shall have a Revolving Credit Commitment as therein set forth or warranty is already subject such other Eligible Assignee shall become a Lender with a Revolving Credit Commitment as therein set forth and all the rights and obligations of a Lender with such a Revolving Credit Commitment hereunder.
(c) The Administrative Agent shall promptly notify the Revolving Credit Lenders and the Company of the effectiveness of each extension of the Revolving Credit Commitments pursuant to a materiality qualifierthis Section 2.17.
(d) If, in which case such representation or warranty shall be true and correct in all respects) as by reason of such earlier date, and except that for purposes the operation of this Section 2.17, the representations and warranties contained in subsections Revolver Maturity Date of any Revolving Credit Lender (aa “Terminating Lender”) and (b) of Section 5.05 shall be deemed to refer occurs prior to the most recent statements furnished pursuant to clauses (a) and (b)Revolver Maturity Date of any other Revolving Credit Lender, respectively, of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that then (i) the final maturity date of any Extended Loan shall be no upon such earlier than the Revolver Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors participations of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation Terminating Lender in all then outstanding Letters of Credit and Swing Line Loans, Loans shall be on a pro rata basis with reallocated among the other Loans or Commitments (other than upon Revolving Credit Lenders and/or cash collateralized in the maturity of the non-extended Loans and Commitmentssame manner as contemplated by Section 2.16(b) and (viii) subject to implementation of clause (i), the terms participation of the Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Terminating Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this sectionthen outstanding Letter of Credit or Swing Line Loan shall terminate.
Appears in 3 contracts
Samples: Credit Agreement (Fidelity National Information Services, Inc.), Credit Agreement (Fidelity National Information Services, Inc.), Seventh Amendment and Restatement Agreement (Fidelity National Information Services, Inc.)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone (1) or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders holding Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in such Extension each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans and/or all of such Lender’s Revolving Credit Commitments and conditions as each other Lender otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to procedures established bythe terms of the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:
(i) [reserved];
(ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Credit Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided that, (x) subject to the provisions of Section 2.04(m) and Section 2.05(h) to the extent dealing with Letters of Credit which mature or expire after a maturity date when a Class of Revolving Credit Commitments is extended such that there exists an Extended Revolving Credit Commitments with a longer maturity date with respect to such original Class, all Letters of Credit of the original Class shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments with respect to such Class in accordance with their Pro Rata Share (and except as provided in Section 2.04(m) and Section 2.05(h), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments of any Class of Revolving Credit Commitments) of Extended Revolving Loans after the applicable Extension date shall be made on a pro rata basis with the original Class of Revolving Credit Commitments as to which such Extended Revolving Credit Commitments relate and (z) at no time shall there be Revolving Credit Commitments hereunder that have more than three different maturity dates;
(iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the other terms of the Term Loans of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such Extended Term Loans, “Extended Term Loans”) shall, if not substantially consistent with the terms of the applicable Term Loan Class prior to such Extension, be reasonably acceptable to, satisfactory to the Administrative Agent (except for covenants or other provisions applicable only to the periods after the latest maturity date of all of the existing Facilities; it being understood that, to the extent any financial maintenance covenant is added for the benefit of (A) any Class of Extended Term Loans, such financial maintenance covenant (except to the extent only applicable after the maturity date of the Initial Term Facility) may also be added for the benefit of all of the Facilities or (B) any Extended Revolving Credit Commitments, such financial maintenance covenant (except to the extent only applicable after the maturity date of the Initial Revolving Credit Facility) may also added for the benefit of the Initial Revolving Credit Facility; it being understood and agreed that in each such case of clauses (A) and (B), no consent of any Lender shall be required in connection with any amendment adding such financial maintenance covenant and the Administrative Agent hereby agrees to acknowledge such amendment as promptly as possible, and in any case, within three (3) Business Days of written request by the Borrower. If ; it being acknowledged and agreed by each Lender that the Administrative Agent, in its capacity as such shall have no liability with respect to such acknowledgment and each Lender hereby irrevocably waives to the fullest extent permitted by Law any claims with respect to such acknowledgment;
(iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby;
(v) any Extended Term Loans (A) secured by the Collateral on a pari passu basis with the Initial Term Loans in right of payment and with respect to security may share on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) in any mandatory or voluntary prepayments with the then outstanding Term Loans and (B) that are secured by a Lien that is junior to the Initial Term Loans in right of payment or with respect to security or that are unsecured may not share in any mandatory or voluntary prepayments with the then outstanding Term Loans;
(vi) if the aggregate principal amount of Commitments the Class of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of CommitmentsTerm Loans or Revolving Credit Commitments of such Class, subject as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer as set forth in the Extension noticeOffer, then the Term Loans or Revolving Credit Commitments of such Class, as the case may be, of such Term Lenders of or Revolving Credit Lenders, as the applicable Tranche case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer,
(vii) all documentation in respect of such Extension (including the Extension Amendment) shall be consistent with the foregoing; and
(viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and no Lender shall be obligated to extend its Term Loans or Revolving Credit Commitments unless it so agrees.
(b) The following shall be conditions precedent With respect to all Extensions consummated by the effectiveness of any Extension: Borrower pursuant to this Section 2.18, (i) no Default such Extensions shall not constitute voluntary or Event mandatory payments or prepayments or commitment reductions for purposes of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such ExtensionSections 2.06, 2.07 or 2.08, (ii) the representations and warranties amortization schedules (except in so far as such schedule affects payments due to Lenders participating in the relevant Facility) set forth in Section 2.08 shall be adjusted to give effect to the extent Extension of the relevant Facility and (iii) except as set forth in clause (a)(vii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such representation Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Term Loans or warranty is already subject Revolving Credit Commitments (as applicable) of any or all applicable Class to a materiality qualifierbe tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in which case respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such representation terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.06, 2.07 or warranty 2.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18.
(c) No consent of any Lender or the Administrative Agent shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such required to effectuate any Extension, except other than (A) the consent of each Lender agreeing to the extent that such representations and warranties specifically refer Extension with respect to an earlier date, in which case they are true and correct in all material respects one or more of its Term Loans and/or Revolving Credit Commitments (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (aportion thereof) and (bB) with respect to any Extension of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses Revolving Credit Commitments (a) and (bor a portion thereof), respectively, the consent of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender shall have consented applicable to any Extension such Revolving Credit Commitment (if such L/C Issuer is being requested to issue letters of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors credit with respect to the existing LoansClass of Extended Revolving Credit Commitments), (iv) the interest rate margin, rate floors, fees which consent shall not be unreasonably withheld or delayed. All Extended Term Loans and premium applicable to any Extended Loan Revolving Credit Commitments (and the Extended Loans thereunder) all obligations in respect thereof shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made Obligations under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents are true and correct in all material respects (except Documents; provided that if such Indebtedness is secured by a Lien on the Collateral that is junior to the extent such representation or warranty is already Lien securing the Secured Obligations, it shall be subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicableAcceptable Intercreditor Agreement. The Lenders hereby irrevocably authorize and direct the 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 acknowledge amendments to this Agreement and the other Loan Documents Documents, which is entered into among the Borrower and the Lenders providing such Extension, as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan new Classes or sub-Classes in respect of Revolving Credit Commitments as a new Tranche of Commitments or Term Loans so extended 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 new Tranche (including to preserve the pro rata treatment of the extended and nonClasses or sub-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche)Classes, in each case on terms consistent with this sectionSection 2.18, which amendment shall be effective to amend this Agreement notwithstanding the provisions of Section 11.01, and the Administrative Agent hereby agrees to (and is directed by each Lender to) acknowledge such amendment as promptly as possible, and in any case, within three (3) Business Days of written request by the Borrower; it being acknowledged and agreed by each Lender that the Administrative Agent, in its capacity as such shall have no liability with respect to such acknowledgment and each Lender hereby irrevocably waives to the fullest extent permitted by Law any claims with respect to such acknowledgment. In addition, if so provided in such amendment and with the consent of the L/C Issuer, participants in Letters of Credit expiring on or after the latest maturity date (but in no event later than the date that is five Business Days prior to the Initial Revolver Maturity Date) in respect of the Revolving Credit Commitments shall be re-allocated from Lenders holding non-Extended Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests shall be adjusted accordingly.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least three Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18; provided that, failure to give such notice shall in no way affect the effectiveness of any amendment entered into to effectuate such Extension in accordance with this Section 2.18 The Loan Parties hereby expressly consent to any such Extension and agree and acknowledge that any security granted or to be granted shall also cover and apply to such Extension.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Latham Group, Inc.), Credit and Guaranty Agreement (Latham Group, Inc.), Credit and Guaranty Agreement (Latham Group, Inc.)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone (1) or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders holding Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in such Extension each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans, Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans, and/or all of such Lender’s Revolving Credit Commitments and conditions as each other Lender otherwise modify the terms of such Term Loans, and/or Revolving Credit Commitments pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount terms of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall exceed constitute a separate Class of Term Loans from the maximum aggregate principal amount Class of CommitmentsTerm Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted), subject to so long as the Extension Offer as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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.following terms are satisfied:
(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 at the time the Extension Offer is made to and immediately after giving effect to such Extension, the Lenders;
(ii) the representations except as to interest rates, fees and warranties final maturity (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension Amendment (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Credit Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as defined belowthe case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided that that, (ix) subject to the final provisions of Section 2.04(m) and Section 2.05(h) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when a Class of any Revolving Credit Commitments is extended such that there exists an Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and Revolving Credit Commitments with a longer maturity date with respect to security with the existing such original Class, all Swing Line Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, of the original Class shall be participated in on a pro rata basis by all Lenders with the other Loans or Extended Revolving Credit Commitments with respect to such Class in accordance with their Pro Rata Share (other than upon the and except as provided in Section 2.04(m) and Section 2.05(h), without giving effect to changes thereto on an earlier maturity of the non-extended date with respect to Swing Line Loans and Commitments) and (vi) the terms Letters of the Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) aboveCredit theretofore incurred or issued).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before all borrowings and after giving effect to such Extension, repayments (except for (A) the representations payments of interest and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) fees at different rates on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.109
Appears in 2 contracts
Samples: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent contrary in the Loan Documents, the Borrower may from time to time, request an extension pursuant to the provisions of this Section 2.22, without the consent of the Administrative Agent or the Required Lenders, agree with one or more Lenders to extend the Term Loan Maturity Date, Revolving Maturity Date, any Incremental Maturity Date or any Refinancing Maturity Date, as applicable, then applicable to such Lender’s Commitments and/or Loans, and otherwise modify the economic terms of any such Commitments and/or Loans or any portion thereof (including, without limitation, but subject to Section 2.22(b) below, by modifying the interest rate, premiums or fees payable and/or the amortization schedule in respect of such Commitments and/or Loans or any portion thereof (each such extension, the an “Extension” ”; any Commitments so modified “Extension Commitments”; and such extended loansany Loans so modified, the “Extended Extension Loans”) and the Commitments pursuant to one or more written offers (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (each an “Extension Offer”) made from time to time by the Borrower to all Lenders whose Commitments and/or Loans have the same Revolving Maturity Date, Term Loan Maturity Date, Incremental Maturity Date or Refinancing Maturity Date, as applicable, that is proposed to be extended under this Section 2.22, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Commitments and Loans of each such Lender holding such Commitments and Loans) and on the same terms to each Lender under the applicable Facility, which Extension 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 Administrative Agent (for distribution to the applicable Lenders), no later than thirty (30) days (or such shorter period as Administrative Agent may agree) prior to the maturity of the applicable Loans and/or Commitments to be extended of the requested new maturity date for the proposed Extension Commitments and/or Extension Loans (each an opportunity “Extended Maturity Date”) and no later than five (5) Business Days prior to the due date for Lender responses. The Borrower and the Administrative Agent shall agree to such procedures, if any, as may be reasonably acceptable to the Administrative Agent and the Borrower to accomplish the purposes of this Section 2.22. In connection with any such Extension, each applicable Lender wishing to participate in such Extension shall, prior to the applicable due date therefor, provide the Administrative Agent with a written notice of its desire to so participate. 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 or would immediately result therefrom after giving effect to 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 Final Maturity Date of the applicable non-Extension Commitments and/or non-Extension Loans, the Extension Commitments and/or 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 Commitments and/or Loans prior to the related Extension Offer; provided, that (x) Extension Loans in respect of an Extension Term Facility may participate in any mandatory prepayment under Section 2.09(b) hereof on a pro rata basis (or on a basis less than pro rata), but not on a basis that is more favorable than pro rata and (y) no voluntary prepayments may be made with respect to such Extension Loans prior to the Final Maturity Date of the applicable non-Extension Commitments and/or non-Extension Loans unless the non-Extension Loans are repaid (and the corresponding non-Extension Commitments permanently reduced) concurrently on at least a pro rata basis;
(iii) the same terms and conditions as each other Lender pursuant to procedures established byfinal maturity date of the Extension Commitments and/or Extension Loans shall be later than the Final Maturity Date of the Commitments and/or Loans that are not being so extended, or reasonably acceptable toand, in the case of any Extension Loans in respect of an Extension Term Facility, the Administrative Agent and Weighted Average Life to Maturity of such Extension Loans shall be no shorter than the Borrower. If Weighted Average Life to Maturity of the applicable Term Loans subject to an Extension Offer that are not so extended;
(iv) if the aggregate principal amount of Commitments and/or Loans in respect of which Lenders shall have accepted the relevant an Extension Offer shall exceed exceeds the maximum aggregate principal amount of Commitments, subject Commitments and/or Loans offered to be extended by the Borrower pursuant to the relevant Extension Offer as set forth in the Extension noticeOffer, then the such Commitments of Lenders of the applicable Tranche and/or Loans shall be extended ratably up to such maximum amount based on the respective relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer.;
(bv) 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, all documentation in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms respect of such Extension shall comply be consistent with paragraph the foregoing; and
(cvi) of this Sectionany applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(c) The terms consummation and effectiveness of each any Extension shall will be determined by the Borrower and the applicable extending Lenders and 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 $25,000,000, unless another lesser amount is agreed to by the Administrative Agent) of Commitments and/or Loans be tendered. For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.16 will not apply to Extensions of Commitments and/or Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.22, including to any payment of interest or fees in respect of any Commitments and/or Loans that have been extended pursuant to an Extension Amendment (at a rate or rates different from those paid or payable in respect of Commitments and/or Loans not extended pursuant to such Extension Offer, in each case as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as is set forth in clauses (i) through (v) above)the relevant Extension Offer.
(d) In connection with any Extension, the Borrower, The Lenders hereby irrevocably authorize the Administrative Agent and each applicable extending Lender to enter into amendments (such Lenders providing Extended Loanscollectively, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending LendersExtension Amendments”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan Commitments as a new Tranche tranches of Commitments 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 new Tranche and/or Loans created pursuant to an Extension (including without limitation to preserve effectuate the pro rata treatment payment of different rates and fees to be made to those Lenders who have agreed to extend the extended and non-extended Tranches and to provide for the reallocation maturity date of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranchetheir Commitments and/or Loans), in each case on terms consistent with this sectionSection 2.22, 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 Commitments or 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 the Obligations.
Appears in 2 contracts
Samples: Credit Agreement (DT Midstream, Inc.), Credit Agreement (DT Midstream, Inc.)
Extension of Maturity Date. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which 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 Lenders of the applicable Tranche 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 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, 6.01 and (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, Commitments 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.
Appears in 2 contracts
Samples: Credit Agreement (Tesoro Logistics Lp), Credit Agreement (Tesoro Corp /New/)
Extension of Maturity Date. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than At least sixty (60) days after prior to the date first anniversary of the Closing Date, the Borrower may, by notice to Agent, request that Agent and each Lender review whether or not it is willing to extend the Maturity Date. In the event and to the extent that the Agent and all of the Required Lenders agree, in their respective sole and absolute discretion, to extend the Maturity Date on such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 shall be acceptable to procedures established by, or reasonably acceptable to, the Administrative Agent and all of the Required Lenders, in their respective sole and absolute discretion, then the Agent shall so advise the Borrower. If the aggregate principal amount of Commitments terms and conditions to such extension are acceptable to Borrower, in respect of which Lenders its sole and absolute discretion, then the Borrower shall have accepted so notify the relevant Extension Offer shall exceed Agent within the maximum aggregate principal amount of Commitments, subject time period set forth in such notice to the Extension Offer Borrower and, provided that all of the conditions to the effectiveness of such extension as set forth in such notice to the Extension noticeBorrower are satisfied, then the Commitments of Lenders of the applicable Tranche Maturity Date shall be extended ratably up pursuant to such maximum amount based on terms and conditions and the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.
(b) The following shall be conditions precedent provisions of this Section. Notwithstanding the foregoing or anything else to the effectiveness contrary, the Agent and each Lender shall have the right to refuse to extend the Maturity Date for any reason or for no reason whatsoever. If the Maturity Date is extended pursuant to this Section but less than all of any Extension: the Lenders agree to such extension, then either (i) no Default or Event the Commitment, for all purposes during the period of Default such extension, shall have occurred and be continuing immediately prior equal to and immediately after giving effect the product of the Commitment times the aggregate Percentage of the Lenders agreeing to such Extensionextension, or (ii) the representations and warranties (except Borrower shall be entitled to require each Lender which does not agree to such extension to assign its Credit Exposure at par to any Person selected by Borrower that is a financial institution reasonably acceptable to the extent such representation or warranty is already subject to a materiality qualifierAgent, in which case such representation or warranty assignment shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished effected pursuant to clauses (a) and (b), respectively, of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section7.18 hereof.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.
Appears in 2 contracts
Samples: Credit Agreement (Homestead Village Inc), Credit Agreement (Homestead Village Inc)
Extension of Maturity Date. (a) The Borrower may, not more than 90 days prior to the Commitment Termination Date, by delivery of written notice to that effect to the Administrative Agent from time (which shall promptly deliver a copy to timeeach of the Banks), request an elect to extend the Maturity Date to May 6, 2026; provided, that any such extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension satisfaction, on and as of the Commitment Termination Date, of the conditions that (which i) the representations and warranties of the Borrower set forth in Article IV-A shall be true and correct in minimum increments all material respects as of $25,000,000 the Commitment Termination Date (or, to the extent any representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty shall be true and a minimum amount of $300,000,000)correct in all respects, (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which 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 Lenders of the applicable Tranche 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 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01continuing, (iii) the L/C Issuer and the Swing Line Lender Administrative Agent shall have consented to any Extension received a certificate, dated the Commitment Termination Date and executed by a principal financial officer of the CommitmentsBorrower, stating that the Borrower is electing to extend the extent that such Extension provides for Maturity Date and confirming the issuance or extension satisfaction of Letters of Credit or making of Swing Line Loans at any time during the extended period foregoing conditions and (iv) the terms of such Extension Administrative Agent shall comply with paragraph (c) of this Section.
(c) The terms of each Extension have received the Term Out Fees as provided in Section 2.07(b). In the event the Maturity Date shall be determined by extended pursuant to this Section 2.16, any outstanding Loans that are not repaid on the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such ExtensionCommitment Termination Date may, (A) if Term SOFR Loans, be converted to Base Rate Loans or continued as Term SOFR Loans for additional Interest Periods at the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as ends of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01Interest Periods applicable thereto, and (B) no Default or Event of Default shall have occurred and if Base Rate Loans, be continuing immediately prior converted to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without the consent of Term SOFR Loans for available Interest Periods at 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 Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche)time, in each case on terms consistent at the option of the Borrower upon such notice to the Administrative Agent as would have been required for a borrowing of new Loans prior to the Commitment Termination Date (and in the absence of such notice with this sectionrespect to any Term SOFR Loan, such Loan shall be converted to a Base Rate Loan at the end of the Interest Period applicable thereto).
Appears in 2 contracts
Samples: 364 Day Revolving Credit Facility Agreement (Home Depot, Inc.), Revolving Credit Facility Agreement (Home Depot, Inc.)
Extension of Maturity Date. (a) The Borrower mayUpon the effectiveness of this Agreement pursuant to Section 4 below, by written notice to the Administrative Agent from time to time, request an extension of the Maturity Date of the Commitments and Letter of Credit Commitments of the Lenders and Issuing Banks who have severally agreed to extend their respective Commitments pursuant to Section 2.04 of the Credit Agreement (each an “Extending Lender” and, collectively, the “Extending Lenders”) is hereby extended to February 2, 2021, as set forth on Schedule 2.01 attached hereto, which shall constitute an amendment and restatement of Schedule 2.01 to the Credit Agreement, and which sets forth all Revolving Lenders and Issuing Banks that will be Revolving Lenders and Issuing Banks under the Credit Agreement, their respective Commitments and Letter of Credit Commitments after giving effect to such extension, the “Extension” and such extended loans, the “Extended Loans”) and their respective Maturity Dates. The Maturity Date with respect to the Commitments (such commitmentsof each Declining Lender, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice if any, shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments, subject to the Extension Offer remain unchanged as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche shall be extended ratably up to such maximum amount based on the respective principal amounts with respect amended and restated Schedule 2.01 to which such Lenders have accepted such Extension Offerthe Credit Agreement attached hereto.
(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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided parties hereto hereby agree that (i) the final maturity date extension of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except Date as set forth in clauses this Section 2 shall be deemed to constitute an exercise of the Borrower’s right to request an extension pursuant to Section 2.04 of the Credit Agreement and (iii) through the requirements of Section 2.04 of the Credit Agreement with respect to any and all notices (v) above).
(d) In connection with including any Extension, notice from the Borrower, the Administrative Agent and each applicable extending Agent, or any Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”any other party) and a certificate timing are hereby waived by all parties hereto for the extension described in this Section 2. The Extension Effective Date of each Loan Party dated as such extension of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 Maturity Date shall be deemed to refer be the Effective Date. For the avoidance of doubt, the parties hereto acknowledge that one additional one-year extension shall be permitted pursuant to the most recent statements furnished pursuant to clauses (a) and (b)Credit Agreement after the Effective Date, respectively, of which shall be exercisable in accordance with Section 6.01, and (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) 2.04 of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this sectionAgreement.
Appears in 2 contracts
Samples: Amendment No. 1 and Extension Agreement, Amendment No. 1 and Extension Agreement (Williams Companies Inc)
Extension of Maturity Date. (a) The Borrower mayUpon the effectiveness of this Agreement pursuant to Section 4 below, by written notice to the Administrative Agent from time to time, request an extension of the Maturity Date of the Commitments and Letter of Credit Commitments of the Lenders and Issuing Banks who have severally agreed to extend their respective Commitments pursuant to Section 2.04 of the Credit Agreement (each an “Extending Lender” and, collectively, the “Extending Lenders”) is hereby extended to February 2, 2021, as set forth on Schedule 2.01 attached hereto, which shall constitute an amendment and restatement of Schedule 2.01 to the Credit Agreement, and which sets forth all Revolving Lenders and Issuing Banks that will be Revolving Lenders and Issuing Banks under the Credit Agreement, their respective Commitments and Letter of Credit Commitments after giving effect to such extension, the “Extension” and such extended loans, the “Extended Loans”) and their respective Maturity Dates. The Maturity Date with respect to the Commitments (such commitmentsof each Declining Lender, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice if any, shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments, subject to the Extension Offer remain unchanged as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche shall be extended ratably up to such maximum amount based on the respective principal amounts with respect amended and restated Schedule 2.01 to which such Lenders have accepted such Extension Offerthe Credit Agreement attached hereto.
(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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided parties hereto hereby agree that (i) the final maturity date extension of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except Date as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 2 shall be deemed to refer constitute an exercise of the Borrowers’ right to request an extension pursuant to Section 2.04 of the Credit Agreement and (ii) the requirements of Section 2.04 of the Credit Agreement with respect to any and all notices (including any notice from the Borrowers, the Administrative Agent, or any Lender to any other party) and timing are hereby waived by all parties hereto for the extension described in this Section 2. The Extension Effective Date of such extension of the Maturity Date shall be deemed to be the Effective Date. For the avoidance of doubt, the parties hereto acknowledge that one additional one-year extension shall be permitted pursuant to the most recent statements furnished pursuant to clauses (a) and (b)Credit Agreement after the Effective Date, respectively, of which shall be exercisable in accordance with Section 6.01, and (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) 2.04 of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this sectionAgreement.
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 mayEach Revolving Credit Lender’s Commitment may be extended, by written notice to if at the Administrative Agent from time to time, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be conditions specified in minimum increments of $25,000,000 Section 4.02 are met and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which 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 Lenders of the applicable Tranche 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 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V Sections 5.05(b) and the other Loan Documents 5.06 are true and correct in all material respects respects, in the manner set forth in this Section 2.18, on not more than two occasions, for a period of one year after the date on which the Revolving Credit Commitment of such Revolving Credit Lender would have been terminated. If the Company wishes to request an extension of each Revolving Credit Lender’s Revolving Credit Commitment, it shall give notice to that effect to the Administrative Agent not less than 30 days and as not more than 90 days prior to the date that the Company desires that such extension take effect (the “Extension Date”, which Extension Date shall not be earlier than the date that is four years prior to the then applicable Maturity Date of the date Revolving Credit Commitments, such that, for the avoidance of doubt, the remaining term of the Revolving Credit Commitments after giving effect to such extension shall in no event exceed five years at any time), whereupon the Administrative Agent shall promptly notify each of the Revolving Credit Lenders of such Extensionrequest. Each Revolving Credit Lender wishing to extend shall respond affirmatively to such request within 15 days of such request (or such longer period as the Company and the Administrative Agent may reasonably agree) to the Administrative Agent. If any Revolving Credit Lender shall not have responded affirmatively within such 15-day period (or such longer period, if applicable), such Revolving Credit Lender shall be deemed to have rejected the Company’s proposal to extend its Revolving Credit Commitment, and only the Revolving Credit Commitments of those Revolving Credit Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an extension agreement in form reasonably satisfactory to the Administrative Agent and the Company (an “Extension Agreement”), duly completed and signed by the Company, the Administrative Agent and all of the Revolving Credit Lenders which have responded affirmatively. The Administrative Agent shall provide to the Company, no later than 10 days prior to the Extension Date for any such request, a list of the Revolving Credit Lenders which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Extension Date, and no extension of the Revolving Credit Commitments pursuant to this Section 2.18 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Revolving Credit Lenders having at least 51% of the aggregate amount of the Revolving Credit Commitments.
(b) If any Revolving Credit Lender rejects, or is deemed to have rejected, the Company’s proposal to extend its Revolving Credit Commitment (i) such Revolving Credit Lender’s Revolving Credit Commitments shall terminate on the Revolver Maturity Date applicable to such Revolving Credit Lender, (ii) the Company shall pay to such Revolving Credit Lender on the applicable Revolver Maturity Date any amounts due and payable to such Revolving Credit Lender on such date and (iii) the Company may, if it so elects, designate an Eligible Assignee to become a Revolving Credit Lender, or agree with an existing Revolving Credit Lender that such Revolving Credit Lender’s Revolving Credit Commitment shall be increased, provided that the aggregate amount of the Revolving Credit Commitments following any designation or agreement may not exceed the aggregate amount of the Revolving Credit Commitments as in effect immediately prior to the relevant request (except to the extent that the Revolving Credit Commitments are being increased pursuant to Section 2.16). Upon execution and delivery by the Company and such representations replacement Revolving Credit Lender or other Eligible Assignee of an instrument of assumption in form and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except amount reasonably satisfactory to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true Administrative Agent and correct in all respects) as execution and delivery of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished Extension Agreement pursuant to clauses (a) and (bSection 2.18(a), respectively, of Section 6.01, (iii) the L/C Issuer and the Swing Line such existing Lender shall have consented to any Extension a Revolving Credit Commitment as therein set forth or such other Eligible Assignee shall become a Lender with a Revolving Credit Commitment as therein set forth and all the rights and obligations of the Commitments, to the extent that a Lender with such Extension provides for the issuance or extension of Letters of a Revolving Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this SectionCommitment hereunder.
(c) The terms Administrative Agent shall promptly notify the Revolving Credit Lenders and the Company of the effectiveness of each Extension shall be determined extension of the Revolving Credit Commitments pursuant to this Section 2.18.
(d) If, by reason of the Borrower and operation of this Section 2.18, the applicable extending Lenders and set forth in an Extension Amendment Revolver Maturity Date of any Revolving Credit Lender (as defined below); provided that a “Terminating Lender”) occurs prior to the Revolver Maturity Date of any other Revolving Credit Lender, then (i) the final maturity date of any Extended Loan shall be no upon such earlier than the Revolver Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors participations of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation Terminating Lender in all then outstanding Letters of Credit and Swing Line Loans, Loans shall be on a pro rata basis with reallocated among the other Loans or Commitments (other than upon Revolving Credit Lenders and/or cash collateralized in the maturity of the non-extended Loans and Commitmentssame manner as contemplated by Section 2.17(b) and (viii) subject to implementation of clause (i), the terms participation of the Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Terminating Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this sectionthen outstanding Letter of Credit or Swing Line Loan shall terminate.
Appears in 2 contracts
Samples: Amendment Agreement (Fidelity National Information Services, Inc.), Fifth Amendment and Restatement Agreement (Fidelity National Information Services, Inc.)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders of any applicable Tranche, in such Extension each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments of such Tranche, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans and/or Revolving Credit Commitments and conditions as each other Lender otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to procedures established bythe terms of the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall constitute a separate tranche of Term Loans from the Tranche of Term Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:
(i) except as to currency, pricing (including any “MFN” or other pricing terms), interest rate margins, rate floors, fees, premiums (including prepayment premiums), funding discounts and maturity (which shall be subject to the immediately succeeding clause (iii)), the terms of any Extended Revolving Credit Commitment shall be determined by the Borrower and any Lender who agrees to an Extension of its Revolving Credit Commitments and set forth in the relevant Extension Offer; provided, that if the terms of any Extended Revolving Credit Commitment are not substantially consistent with the terms of the then-existing Revolving Credit Facility subject to such Extension Offer, such terms shall be reasonably acceptable tosatisfactory to the Administrative Agent (it being understood (A) terms applicable to such Extended Revolving Credit Commitments or Extended Revolving Credit Loans that are, taken as a whole, in the good faith determination of the Borrower, more favorable to the lenders or the agent of such Extended Revolving Credit Commitments or Extended Revolving Credit Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Revolving Credit Lenders or, as applicable, the Administrative Agent Agent, (B) terms, taken as a whole, that reflect then current market terms and conditions, taken as a whole, at the time of incurrence or issuance (as determined by the Borrower in good faith) and (C) any covenant or other provision applicable only after the Latest Revolver Maturity Date applicable to the Revolving Credit Commitment of any Lender who agrees to an extension with respect to such Commitment (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Credit Loans”), (D) terms of such Extended Revolving Credit Commitments that are, taken as a whole, in the good faith determination of the Borrower. If , not more favorable to the lenders or agent of such Incremental Facility than those contained in the Loan Documents and (E) any condition to any extension of credit under any Extended Revolving Credit Commitment, in each case will be deemed to be satisfactory to the Administrative Agent); provided, that to the extent more than one Revolving Credit Facility exists after giving effect to any such Extension, (x) the borrowing and repayment of Revolving Credit Loans with respect to any Revolving Credit Facility after the effective date of such Extended Revolving Credit Commitments shall be made on a pro rata basis or non-pro rata basis with all other Revolving Credit Facilities (it being understood that any Revolving Credit Facility that participates in borrowings on a pro rata basis with other Revolving Credit Facilities shall participate in repayments on a pro rata basis with such Revolving Credit Facilities (except, in any case, for (1) payments of interest and fees at different rates on the Revolving Credit Facilities (and related outstandings), (2) repayments required on the Maturity Date of any Revolving Credit Facility and (3) repayments made in connection with a permanent repayment and termination of the Revolving Credit Commitments under any Revolving Credit Facility (subject to clause (z) below))), (y) all Letters of Credit and Swing Line Loans shall be participated on a pro rata basis by all Revolving Credit Lenders XXXX:\98106221\28\78831.0005 as contemplated by Section 2.04(m) and 2.05(f) and (z) any permanent repayment of Revolving Credit Loans with respect to, and reduction or termination of Revolving Credit Commitments under, any Revolving Credit Facility after the effective date of such Extended Revolving Credit Commitments shall be made on a pro rata basis or non-pro rata basis with all other Revolving Credit Facilities (it being understood that a Revolving Credit Facility that participates in borrowings on a pro rata basis with other Revolving Credit Facilities shall participate in permanent repayments of Revolving Credit Loans with respect to, and reduction and termination of Revolving Credit Commitments under, such Revolving Credit Facility on a pro rata basis with such other Revolving Credit Facilities; provided, that notwithstanding the foregoing, to the extent any such Revolving Credit Commitments are terminated in full and refinanced or replaced with Refinancing Revolving Facility or an Incremental Facility implemented in reliance on clause (b) of the definition of “Incremental Cap”, such Revolving Credit Commitments may be terminated on a greater than pro rata basis);
(ii) except as to (A) currency, pricing (including any “MFN” or other pricing term), interest rate margins, rate floors, fees, funding discounts, amortization, final maturity date, premiums (including prepayment premiums), required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are, taken as a whole, in the good faith determination of the Borrower, more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents applicable to the relevant Term Loans and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders in respect of such Term Loans or, as applicable, the Administrative Agent, (C) terms, taken as a whole, that reflect then current market terms and conditions, taken as a whole, at the time of incurrence or issuance (as determined by the Borrower in good faith) and (D) any covenant or other provision applicable only to any period after the Latest Term Loan Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the tranche of Term Loans subject to the relevant Extension Offer unless such terms are reasonably accepted to the Administrative Agent;
(iii) (x) the final maturity date of any Extended Term Loans may be no earlier than the then applicable Latest Term Loan Maturity Date at the time of Extension and (y) no Extended Revolving Credit Commitments or Extended Revolving Credit Loans may have a final maturity date earlier than (or require commitment reductions prior to) the Latest Revolver Maturity Date;
(iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby;
(v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments in respect of the applicable Term Facility, in each case as specified in the respective Extension Offer;
(vi) if the aggregate principal amount of Commitments Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, subject as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer as set forth in the Extension noticeOffer, then the Commitments Term Loans or Revolving Credit Loans, as the case may be, of such Lenders of the applicable Tranche shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer;
(vii) all documentation in respect of such Extension (including the Extension Amendment) shall be consistent with the foregoing;
(viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; and XXXX:\98106221\28\78831.0005
(ix) no Lender shall be obligated to agree to an Extension Offer and the determination to agree to an Extension shall be within the sole and absolute discretion of such Lender. Any failure by a Lender to respond to any such Extension Offer shall not be deemed an acceptance or agreement to provide an Extension.
(b) The following shall be conditions precedent With respect to all Extensions consummated by the effectiveness of any Extension: Borrower pursuant to this Section 2.18, (i) no Default such Extensions shall not constitute voluntary or Event mandatory payments or prepayments or commitment reductions for purposes of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such ExtensionSections 2.06, 2.07 or 2.08, (ii) the representations and warranties amortization schedules (except in so far as such schedule affects payments due to Lenders participating in the relevant Facility) set forth in Section 2.08 shall be adjusted to give effect to the extent Extension of the relevant Facility and (iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided, that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such representation Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Term Loans or warranty is already subject Revolving Credit Commitments (as applicable) of any or all applicable Tranches to a materiality qualifierbe tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in which case respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such representation terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.06, 2.07 or warranty 2.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18.
(c) No consent of any Lender or the Administrative Agent shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such required to effectuate any Extension, except other than (A) the consent of each Lender agreeing to the extent that such representations and warranties specifically refer Extension with respect to an earlier date, in which case they are true and correct in all material respects one or more of its Term Loans and/or Revolving Credit Commitments (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (aportion thereof) and (bB) with respect to any Extension of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses Revolving Credit Commitments (a) and (bor a portion thereof), respectively, the consent of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender Lender, which consent shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance not be unreasonably withheld or extension of Letters of delayed. All Extended Term Loans and Extended Revolving Credit or making of Swing Line Loans at any time during the extended period Commitments and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension all obligations in respect thereof shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments Obligations under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents that are true secured by the Collateral and correct in guaranteed on a pari passu basis with all material respects (except to other applicable Obligations under this Agreement and the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicableother Loan Documents. The Lenders hereby irrevocably authorize the 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 enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan new Tranches or sub-Tranches in respect of Revolving Credit Commitments as a new Tranche of Commitments or Term Loans so extended 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 new Tranche (including to preserve the pro rata treatment of the extended and nonTranches or sub-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche)Tranches, in each case on terms consistent with this sectionSection 2.18. In addition, if so provided in such amendment and with the consent of the L/C Issuer, participants in Letters of Credit expiring on or after the latest maturity date (but in no event later than the date that is five Business Days prior to the Initial Revolver Maturity Date) in respect of the Revolving Credit Commitments shall be re-allocated from Lenders holding non-extended Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests shall be adjusted accordingly.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (System1, Inc.), Credit and Guaranty Agreement (System1, Inc.)
Extension of Maturity Date. (a) The At any time not more than once per calendar year, the Borrower may, by written request to the Agent (for the purposes of this Section 9.2, the “Extension Request”), request that the then current Maturity Date be extended for a further period which would result in the extended Maturity Date being up to five years from the effective date of the amendment effecting such Extension Request. A copy of the Extension Request shall be provided by the Agent to each of the Lenders in accordance with Section 14.18. Each Lender may, in its sole discretion and regardless of whether or not there is any Default hereunder, by written notice to the Administrative Agent from time (for the purposes of this Section 9.2, the “Extension Response Notice”), not later than 25 days following its receipt of such Extension Request (for the purposes of this Section 9.2, the “Extension Response Period”), approve or decline the Extension Request. If any Lender does not provide an Extension Response Notice within the Extension Response Period, such Lender shall be deemed to timehave declined the Extension Request. If Lenders with Individual Commitments that in the aggregate are equal to or greater than 66 2/3% of the aggregate Individual Commitments with respect to the Credit Facility of all Lenders approve the Extension Request, request an extension the Agent shall notify the Borrower and the Lenders of such approval and confirm the new Maturity Date. If Lenders with Individual Commitments with respect to the Credit Facility that in the aggregate are less than 66 2/3% of the aggregate Individual Commitments of all Lenders approve the Extension Request, the Agent shall notify the Borrower and the Lenders that the Maturity Date shall not be extended, and the aggregate credit outstanding under the Credit Facility, together with all accrued but unpaid interest thereon and all accrued but unpaid fees with respect thereto, shall be repaid in full by the Borrower to the Lenders on the Maturity Date.
(such extensionb) If Lenders with Individual Commitments that in the aggregate are equal to or greater than 66 2/3% but less than 100% of the aggregate Individual Commitments with respect to the Credit Facility of all Lenders approve the Extension Request within the Extension Response Period (for the purposes of this Section 9.2, the “Extension” and such extended loansApproving Lenders”), the following shall apply:
(i) On or before the second Business Day after the Extension Response Period, the Agent shall give written notice (for the purposes of this Section 9.2, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan CommitmentsAcquisition Request Notice”) to the extended maturity date specified in Borrower and each Lender identifying the Approving Lenders and Lender or Lenders that have declined or are deemed to have declined the Extension Request (for the purposes of this Section 9.2, the “Declining Lenders”) and their respective Individual Commitments with respect to the Credit Facility.
(ii) Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the Declining Lenders under the Loan Documents to the extent that they relate to the Credit Facility (for the purposes of this Section 9.2, all of such noticerights and obligations being herein called the “Available Amount”) by giving written notice to the Agent (for the purposes of this Section 9.2, an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (for the purposes of this Section 9.2, the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice (for the purposes of this Section 9.2, such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Agent or if more than one Approving Lender gives an Acquisition Notice to the Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Loan Documents to the extent that they relate to the Credit Facility. If more than one Approving Lender gives an Acquisition Notice to the Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Loan Documents to the extent that they relate to the Credit Facility, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Business Day following the Acquisition Deadline, the Agent shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof available to be acquired by each Approving Lender. Each of such acquisitions shall be completed promptly in accordance with the procedures set out in Section 15.6(c). If the Available Amount is not completely acquired by the Approving Lenders, the Borrower may locate other Persons (ifor the purposes of this Section 9.2, “Substitute Lenders”) who qualify as Lenders, are satisfactory to the Agent, acting reasonably, and who acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Loan Documents to the extent that they relate to the Credit Facility promptly in accordance with the procedures set forth out in Section 15.6(c). Any outstanding credit extended by the Declining Lenders to the Borrower under the Credit Facility which is not so acquired by Approving Lenders or Substitute Lenders shall be repaid and the Individual Commitments of the Declining Lenders not so acquired shall be cancelled on the then current Maturity Date (without giving effect to the Extension Request) and the amount of the applicable Tranche Credit Facility shall thereupon be reduced by the aggregate of the Individual Commitments so cancelled. The Borrower shall comply with Section 8.4 in connection with any such prepayment. As concerns any Bankers’ Acceptances or BA Rate Loans that will otherwise would be subject to prepayment pursuant to this Section 9.2(b)(ii), the Extension (which Borrower shall be in minimum increments forthwith pay to the Agent an amount equal to the aggregate of $25,000,000 and a minimum the aggregate face amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) Bankers’ Acceptances and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments such BA Rate Loans, such amount to be held by the Agent against any amount owing by the Borrower to such Declining Lenders in respect of such Bankers’ Acceptances and BA Rate Loans. Any such amount paid to the Agent shall be held on deposit by the Agent until the maturity date of such Bankers’ Acceptances or BA Rate Loans, at which time it shall be applied against the indebtedness of the Borrower to such Declining Lenders thereunder. While on deposit with the Agent, such amount shall have accepted bear interest at the rate applicable to short term deposits. As concerns any Letter that otherwise would be subject to prepayment pursuant to this Section 9.2(b)(ii), the Borrower shall forthwith pay to the Agent or the Fronting Lender, as the case may be, an amount equal to the aggregate contingent liability of the relevant Extension Offer shall exceed Declining Lenders under such Letter, such amount to be held by the maximum aggregate principal amount of CommitmentsAgent or the Fronting Lender, as the case may be, subject to the Extension Offer as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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 OfferSection 13.2.
(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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.
Appears in 2 contracts
Samples: Second Amending Agreement (Fortis Inc.), Credit Agreement (Fortis Inc.)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone (1) or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders holding Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in such Extension each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans, Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans, and/or all of such Lender’s Revolving Credit Commitments and conditions as each other Lender otherwise modify the terms of such Term Loans, and/or Revolving Credit Commitments pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount terms of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall exceed constitute a separate Class of Term Loans from the maximum aggregate principal amount Class of CommitmentsTerm Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted), subject to so long as the Extension Offer as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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.following terms are satisfied:
(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 at the time the Extension Offer is made to and immediately after giving effect to such Extension, the Lenders;
(ii) the representations except as to interest rates, fees and warranties final maturity (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension Amendment (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Credit Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as defined belowthe case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Datethat, (iix) there shall be no reductions subject to the provisions of commitments under any Extension, (iiiSection 2.04(m) and Section 2.05(h) to the Extended Loans will rank pari passu in right of payment and extent dealing with respect to security with the existing Swing Line Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, shall be on which mature or expire after 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and date when a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation Class of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.Commitments is extended such that there exists an Extended Revolving Credit 108
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower Notwithstanding anything to the contrary contained herein, the Lender may, by in Lender’s sole and absolute discretion, upon no less than five (5) business days’ prior written notice to the Administrative Agent request from time to timeBorrower, request an extension together with interim financial statements of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which 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 Lenders of the applicable Tranche 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 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension Request and such additional documentation or information as the Lender may reasonably request (each, and “Extension Request”), extend the Maturity Date to such later date, and upon such reasonable further conditions, as the Lender may elect in sufficient copies for each Lenderits sole discretion. Without limiting the foregoing, in evaluating any such Extension Request, the Lender may consider such factors as it deems necessary and proper, including, without limitation, (i) signed by a Responsible Officer the Borrower’s then financial status and whether or not the Borrower requires additional working capital as of such Loan Party or Extension Request in order to continue its operations, (ii) the General Partner acting on behalf terms and conditions, including, without limitation, proposed closing date, of any Proposed Transaction(s) received by the Borrower as of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such ExtensionExtension Request, and (yiii) the extent to which the Borrower, and its directors, officers, employees and agents, have cooperated, in Lender’s judgment, with the CRO (as hereinafter defined) in the case performance of the BorrowerCRO’s rights, certifying thatduties and obligations set forth herein below. In event Lender agrees to grant an extension of the Maturity Date pursuant to any Extension Request, before and after giving effect to the Parties shall memorialize such Extensionextension, (A) together with any further conditions thereof as the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifierLender may reasonably impose, in which case such representation or warranty shall be true a written amendment to this Note executed by Lender and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicableBorrower. The 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 the Administrative Agent and the Borrower, to implement the terms granting of any such Extension, including Extension Request by Lender shall not thereafter preclude the Borrower from making (and/or the Lender from granting) any amendments necessary further Extension Request(s) made in accordance with this Section 1(f). Borrower acknowledges and agrees that the Lender is not required to establish Extended Loan Commitments as a new Tranche of Commitments make further advances or extensions to the Borrower and such other technical amendments as may be necessary that any and all future funding or appropriate extensions are in the reasonable opinion sole and absolute discretion of the Administrative Agent and the Borrower in connection with the establishment of such new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this sectionLender.
Appears in 1 contract
Samples: Promissory Note and Loan Agreement (Protea Biosciences Group, Inc.)
Extension of Maturity Date. At any time not earlier than 120 days prior to the Maturity Date nor later than 45 days prior to the Maturity Date then in effect (a) The Borrower maysuch then existing Maturity Date, the “Renewal Date”), the Company may request that the Lenders extend the then scheduled Maturity Date to the date one year from such Maturity Date. If such request is made by the Company, each Lender shall inform the Administrative Agent of its willingness to extend the Maturity Date no later than 20 days prior to such Renewal Date. Any Lender’s failure to respond by such date shall indicate its unwillingness to agree to such requested extension, and all Lenders must approve any requested extension. At any time more than 15 days before such Renewal Date the Lenders may propose, by written notice to the Administrative Agent from time to timeCompany, request an extension of this Agreement to such later date on such terms and conditions as the Lenders may then require. If the extension of this Agreement to such later date is acceptable to the Company on the terms and conditions proposed by the Lenders, the Borrowers shall notify the Lenders of their acceptance of such terms and conditions no later than the Renewal Date, and such later date will become the Maturity Date (such extension, hereunder and this Agreement shall otherwise be amended in the “Extension” and such extended loans, manner described in the “Extended Loans”) and Lenders’ notice proposing the Commitments (such commitments, extension of this Agreement upon the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall Administrative Agent’s receipt of (i) set forth an amendment to this Agreement signed by the amount Borrowers and all of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000)Lenders, (ii) set forth the date on which resolutions of each Borrower’s Board of Directors authorizing such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which 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 Lenders of the applicable Tranche 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 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01extension, (iii) an opinion of counsel to the L/C Issuer Borrowers equivalent in form and substance to the Swing Line Lender shall have consented to any Extension opinion received in satisfaction of the Commitments, condition precedent contained in Section 4.01(i) and otherwise acceptable to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period Administrative Agent, and (iv) the terms certificates of such Extension shall comply with paragraph good standing for each Loan Party (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be dated no earlier than 30 days prior to the Maturity Renewal Date) from the office of the secretary of the state of its incorporation or organization, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and Company, the borrower and guarantors State of Illinois. The Borrowers may request not more than two extensions of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect Revolving Credit Termination Date pursuant to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section2.16.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone (1) or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders holding Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in such Extension each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans, Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans, and/or all of such Lender’s Revolving Credit Commitments and conditions as each other Lender otherwise modify the terms of such Term Loans, and/or Revolving Credit Commitments pursuant to procedures established bythe terms of the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:
(i) no Event of Default shall have occurred and be continuing at the time the Extension Offer is made to the Lenders;
(ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Credit Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided that, (x) subject to the provisions of Section 2.04(m) and Section 2.05(h) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when a Class of Revolving Credit Commitments is extended such that there exists an Extended Revolving Credit Commitments with a longer maturity date with respect to such original Class, all Swing Line Loans and Letters of Credit of the original Class shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments with respect to such Class in accordance with their Pro Rata Share (and except as provided in Section 2.04(m) and Section 2.05(h), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments of any Class of Revolving Credit Commitments) of Extended Revolving Credit Loans after the applicable Extension date shall be made on a pro rata basis with the original Class of Revolving Credit Commitments as to which such Extended Revolving Credit Commitments relate and (z) at no time shall there be Revolving Credit Commitments hereunder that have more than three different maturity dates;
(iii) subject to immediately succeeding clauses (iv), (v) and (vi), the other terms of the Term Loans (including with respect to pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption terms and provisions) of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans” shall be as agreed between the Borrower and such Lenders (and for the avoidance of doubt, no consent of the Administrative Agent shall be required except to the extent affecting the rights or duties of, or reasonably acceptable any fees or other amounts payable to, the Administrative Agent); provided that, to the extent any more restrictive covenant is added for the benefit of any Class of Extended Term Loans such covenant (except to the extent only applicable after the latest maturity date of the Facilities) may also be added for the benefit of all of the Facilities (or, in the case of a financial maintenance covenant, solely for the benefit of the Initial Revolving Credit Facility or other Facility that benefits from a financial maintenance covenant at such time); it being understood and agreed that in each such case, no consent of the Administrative Agent and and/or any Lender shall be required in connection with any amendment adding such covenant;
(iv) the Borrower. If Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby;
(v) any Extended Term Loans may participate on a pro rata basis, greater than pro rata basis or a less than pro rata basis (but not a greater than pro rata basis with respect to any earlier maturing Class of Term Loans without at least a pro rata repayment of any such related earlier maturing Classes) in any mandatory repayments or mandatory prepayments (but on a pro rata basis, greater than pro rata basis or a less than pro rata basis in any voluntary prepayments) in respect of the applicable Term Facility, in each case as specified in the respective Extension Offer;
(vi) if the aggregate principal amount of Commitments the Class of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of CommitmentsTerm Loans or Revolving Credit Commitments of such Class, subject as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer as set forth in the Extension noticeOffer, then the Term Loans or Revolving Credit Commitments of such Class, as the case may be, of such Term Lenders of or Revolving Credit Lenders, as the applicable Tranche case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer,
(vii) all documentation in respect of such Extension (including the Extension Amendment) shall be consistent with the foregoing; and
(viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and no Lender shall be obligated to extend its Term Loans or Revolving Credit Commitments unless it so agrees.
(b) The following shall be conditions precedent With respect to all Extensions consummated by the effectiveness of any Extension: Borrower pursuant to this Section 2.18, (i) no Default such Extensions shall not constitute voluntary or Event mandatory payments or prepayments or commitment reductions for purposes of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such ExtensionSections 2.06, 2.07 or 2.08, (ii) the representations and warranties amortization schedules (except in so far as such schedule affects payments due to Lenders participating in the relevant Facility) set forth in Section 2.08 shall be adjusted to give effect to the extent Extension of the relevant Facility and (iii) except as set forth in clause (a)(vii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such representation Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Term Loans or warranty is already subject Revolving Credit Commitments (as applicable) of any or all applicable Class to a materiality qualifierbe tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in which case respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such representation terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.06, 2.07 or warranty 2.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18.
(c) No consent of any Lender or the Administrative Agent shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such required to effectuate any Extension, except other than (A) the consent of each Lender agreeing to the extent that such representations and warranties specifically refer Extension with respect to an earlier date, in which case they are true and correct in all material respects one or more of its Term Loans and/or Revolving Credit Commitments (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (aportion thereof) and (bB) with respect to any Extension of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses Revolving Credit Commitments (a) and (bor a portion thereof), respectively, the consent of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender shall have consented applicable to any Extension of the Commitments, to the extent that such Extension provides for the issuance Revolving Credit Commitment (if such L/C Issuer or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms Lender is being requested to issue letters of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors credit or make swing line loans with respect to the existing LoansClass of Extended Revolving Credit Commitments), (iv) the interest rate margin, rate floors, fees which consent shall not be unreasonably withheld or delayed. All Extended Term Loans and premium applicable to any Extended Loan Revolving Credit Commitments (and the Extended Loans thereunder) all obligations in respect thereof shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made Obligations under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 Documents; provided that if such Indebtedness is secured by a Lien on the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.Collateral that is junior
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by written upon notice to the Administrative Agent from time to time(which shall promptly notify the applicable Class of Lenders or Additional Lenders, as applicable), request an extension one or more extensions of the Maturity Date maturity date applicable to the 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, then in effect (such extension, existing maturity date applicable to any Revolving Commitments or Other Revolving Commitments being the “ExtensionExisting Revolving Maturity Date”, such existing maturity date applicable to any Class of Term Loans or Other Term Loans being the “Existing Term Loan Maturity Date” and such extended loans, existing maturity date applicable to any Incremental Loans being the “Extended Loans”) and the Commitments (such commitments, the “Extended Existing Incremental Loan CommitmentsMaturity Date”) to the extended maturity a date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Within 15 Business Days nor more than sixty (60) days after the date of delivery of such Extension notice (or such longer or shorter periods other period as the Borrower and the Administrative Agent shall mutually agree in its sole discretionupon)) and (iii) identify , each applicable Revolving Lender, Term Lender or Additional Lender, as the relevant Tranche of Commitments to which such Extension relates. Each Lender case may be, 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, notify the Administrative Agent and the Borrower. If the aggregate principal amount of Commitments in respect of which 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 Lenders of the applicable Tranche shall be extended ratably up whether it consents to such maximum amount based on 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 respective principal amounts with respect to which such Lenders have accepted such Extension Offer.
(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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 above time period shall be deemed not to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicableextension. The Administrative Agent shall promptly notify each Lender 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. Term Loans or maturity date applicable to the effectiveness of each Extensionany Incremental Loans, as applicable, pursuant to this Section 2.07(d). Any Extension Amendment mayIn addition, without with the consent of any other Lendereach Issuing Bank, effect such amendments participations in Letters of Credit expiring on or after the Existing Revolving Maturity Date shall be reallocated from Non-Extending Revolving Lenders to this Agreement and the other Loan Documents as may be necessary or appropriate, Extending Revolving Lenders in the reasonable opinion of the Administrative Agent and the Borrower, to implement accordance with the terms of any such Extensionamendment; provided, including any amendments necessary however, that such participation interests shall, upon receipt thereof by the Extending Revolving Lenders, be deemed to establish Extended Loan Commitments as a new Tranche be participation interests in respect of Commitments and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent extended revolving commitments and the Borrower in connection with the establishment terms of such new Tranche participation interests (including to preserve including, without limitation, the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this sectioncommission applicable thereto) shall be adjusted accordingly.
Appears in 1 contract
Samples: Refinancing and Incremental Amendment (Windstream Services, LLC)
Extension of Maturity Date. Subject to the remaining provisions of this Section 2.22, this Agreement will terminate, and all Obligations shall be due and payable by the Borrowers, on September 13, 2023 (the “Initial Maturity Date”). Following the Effective Date, the Borrowers may make no more than two (2) elections to extend the Initial Maturity Date, for each such election, by one (1) additional year, on any anniversary of the Effective Date by giving the Administrative Agent, the Issuing Banks and the Lenders written notice of such election at least thirty (30) days (but not more than ninety (90) days) prior to the relevant anniversary of the Effective Date; provided, however, that the following conditions must be satisfied for such extension to be effected:
(a) The Borrower may, by the Borrowers must obtain the written notice consent of (i) the Required Lenders to the Administrative Agent from time to time, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which consent shall be given in minimum increments of $25,000,000 their sole and a minimum amount of $300,000,000)absolute discretion, (ii) set forth each Lender that will participate in this Agreement as extended (provided, that all such Lenders constitute the date on Required Lenders), which such Extension is requested to become effective (which consent shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of given in such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its Lender’s sole and absolute discretion)) , and (iii) identify the relevant Tranche of Commitments to each Issuing Bank that will participate in this Agreement as extended, which such Extension relates. Each Lender consent shall be offered (an “Extension Offer”) an opportunity to participate given in such Extension on a pro rata basis Issuing Bank’s sole and absolute discretion (it being understood and agreed that the L/C Commitment of any Issuing Bank that does not consent to such participation shall terminate on the same terms and conditions as each other Lender pursuant then-scheduled Maturity Date applicable to procedures established bysuch Issuing Bank, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Commitments in respect of which Lenders Borrowers 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 Lenders of the applicable Tranche shall be extended ratably up repay all fees and other amounts payable to such maximum amount based Issuing Bank hereunder on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.Maturity Date);
(b) The following there shall be conditions precedent to the effectiveness of any Extension: (i) no Default or Event of Default shall have that has occurred and be is continuing immediately prior to as of the effective date of such extension, both before and immediately after giving effect to such Extension, extension;
(iic) the representations and warranties of the Loan Parties set forth herein (except to other than the extent such representation or warranty is already subject to a materiality qualifier, representations and warranties set forth in which case such representation or warranty shall be true Sections 3.06 and correct 3.08(a)) and in all respects) contained in Article V and the other Loan Documents are shall be true and correct in all material respects on and as of the effective date of such Extensionextension with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, date (in which case they are such representations and warranties shall have been true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).and
(d) In connection with any Extensionon or before the effective date of such extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”i) El Paso shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party certificate, dated as of the effective date of such Extension (in sufficient copies for each Lender) extension and signed by a Responsible Financial Officer of such Loan Party El Paso, certifying as to the accuracy of the matters set forth above in clauses (b) and (c) that pertain to El Paso or any of the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such ExtensionSubsidiaries, and (yii) in the case Trustee shall deliver to the Administrative Agent a certificate, dated as of the Borrowereffective date of such extension and signed by the Trustee, certifying thatas to the accuracy of the matters set forth above in clauses (b) and (c) that pertain to the Trustee. If any Lender does not consent to the Borrowers’ request for such an extension (each, a “non-consenting Lender”), the Borrowers will have the right to require such non-consenting Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all of its interests, rights and obligations under this Agreement to one or more assignees that shall assume such assigned obligations (which assignee(s) may be another Lender, if a Lender accepts such assignment), pursuant to Section 2.19. The Commitment of any non-consenting Lender that is not replaced by the Borrowers pursuant to Section 2.19 (including, without limitation, such non-consenting Lender’s participation interest in any Letters of Credit and L/C Disbursements) shall terminate on the then-scheduled Maturity Date applicable to such non-consenting Lender, and the Borrowers shall repay the principal amount of all Loans, accrued interest thereon and all other amounts payable to such non-consenting Lender hereunder on such Maturity Date. For purposes of clarity, at any date of determination, this Agreement will have a term of no more than five (5) years, whether such determination is made before and or after giving effect to such Extension, (A) any extension election made by the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this sectionBorrowers.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by written notice to the Administrative Agent (who shall promptly notify the Lenders) (each such notice, an “Extension Request”), from time to time, request an extension that the scheduled maturity date then in effect hereunder (the “Existing Maturity Date”) with respect to all or a portion of the Maturity Date Loans be extended on the terms set forth in this Section 2.22; provided that each such Extension Request shall be offered to all Lenders holding Loans and/or Commitments of the applicable class on a pro rata basis. The Extension Request shall set forth the proposed terms of the extended Loans, which shall be consistent with the then-existing Loans except that (such extension, i) the “Extension” interest margins and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) upfront fees with respect to the extended maturity date specified in such notice. Such notice shall (i) set forth Loans may be different than the amount of Applicable Rate and any upfront fees for the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000)existing Loans, (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity to extended Term Loans may participate in such Extension on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) in any voluntary repayments or prepayments under this Agreement and on (iii) 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 of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments, extended Loans may be subject to new or revised covenants and terms that apply only after the Extension Offer as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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 OfferExisting Maturity Date.
(b) The following Borrower shall provide notice of the applicable Extension Request to the Administrative Agent at least five (5) Business Days prior to the date on which Lenders are requested to respond. No Lender shall have any obligation to agree to extend the Existing Maturity Date with respect to any of its Loans. Any Lender wishing to extend the Existing Maturity Date with respect to all or a portion of its Loans (such Lender, an “Extending Lender”), shall notify the Administrative Agent on or prior to the date specified in the Extension Request of the amount of its existing Loans which it has elected to so extend. Any Lender’s failure to respond to the applicable Extension Request shall be conditions precedent deemed to be a rejection of such Extension Request by such Lender. In the effectiveness event that the aggregate amount of Loans that are elected to be extended exceeds the amount of extended Loans requested by the Borrower in the applicable Extension Request, the Loans of Extending Lenders shall be extended on a pro rata basis based on the amount of Loans each such Extending Lender has elected to extend.
(c) Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any ExtensionLender unless: (i) no Default or Event of Default shall under Section 7.01 (a), (b), (h) or (i) have occurred and be continuing immediately prior to on the date of such extension and immediately after giving effect to such Extension, thereto; and (ii) the all representations and warranties contained in Article III are correct in all material respects as of the date of such increase (except to the extent that any such representation or warranty is already subject to a materiality qualifierqualified by materiality, in which case such representation or warranty representations and warranties shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection The Borrower may, with any Extension, the Borrower, consent of the Extending Lenders and the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, but without the consent of any other Lender), effect such amendments to amend this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement effect the terms provisions of this Section 2.22. This Section 2.22 shall supersede any such Extension, including any amendments necessary provisions in Section 10.02 to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this sectioncontrary.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone (1) or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders holding Term A Loans or Term B Loans, as applicable, with a like maturity date or Revolving Credit Commitments with a like maturity date, in such Extension each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans and/or Revolving Credit Commitments and conditions as each other Lender otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount terms of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall exceed constitute a separate Tranche of Term Loans from the maximum aggregate principal amount Tranche of CommitmentsTerm Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), subject to so long as the Extension Offer as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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.following terms are satisfied:
(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 at the time the Extension Offer is made to and immediately after giving effect to such Extension, the Lenders;
(ii) the representations except as to interest rates, fees and warranties final maturity (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension Amendment (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as defined belowthe case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided that (ix) subject to the provisions of Section 2.05(f) and Section 2.04(m) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments in accordance with their Revolver Percentages (and except as provided in Section 2.05(f) and Section 2.04(m), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments of any Tranche) of Extended Revolving Loans after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments and (z) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments, any commitments with respect to any Commitment Increase and any original Revolving Credit Commitments) that have more than three different maturity dates;
(iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the other terms of the Term Loans of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans”) shall, if not substantially consistent with the terms of the applicable Term Loan Tranche prior to such Extension, be reasonably satisfactory to the Administrative Agent (it being understood that terms not substantially consistent with the applicable Term Loan Tranche prior to such Extension which are applicable only after the maturity date of such Tranche are reasonably satisfactory to the Administrative Agent);
(iv) (A) the final maturity date of any Extended Loan Term Loans in respect of Term A Loans (“Extended Term A Loans”) shall be no earlier than the Term A Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, Date and (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without the consent final maturity date of any other Lender, effect such amendments to this Agreement and Extended Term Loans in respect of Term B Loans (“Extended Term B Loans”) shall be no earlier than the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.Term B Maturity Date;
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Fidelity National Financial, Inc.)
Extension of Maturity Date. The Borrowers shall have an option to extend the Stated Maturity Date then in effect for one (1) additional term not longer than 364 days, subject to satisfaction of the following conditions precedent:
(a) The Borrower may, by written notice to each of the extending Lenders and the Administrative Agent from time consent to time, request an the extension in their sole discretion;
(b) as of the Maturity Date (effective date of such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which 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 Lenders of the applicable Tranche 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 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, set forth herein and in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects with the same force and effect as if made on and as of the such date of such Extension, (except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they are true and correct in all material respects (except to the extent such ); provided that if a representation or warranty is already subject qualified as to a materiality qualifiermateriality, in which case with respect to such representation or warranty warranty, the foregoing materiality qualifier shall be true and correct in all respects) as of such earlier date, and except that disregarded for the purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.condition;
(c) The terms the Borrowers shall have paid an extension fee to the Administrative Agent, for the benefit of the extending Lender Groups consenting to such extension, payable to each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth such Lender ratably, in an Extension Amendment (as defined below); provided that (i) amount equal to 0.15% times the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors principal amount of the Extended Loan aggregate Commitments shall be the same as the Borrower and Guarantors with respect of all Lenders subject to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).extension;
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Potential Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, on the items described date on which notice is given in accordance with clause (gf) of below or on the definition of “Material Real Property Deliverables” initial Stated Maturity Date;
(e) the Borrowers shall have been delivered to the extent applicable. The Administrative Agent shall promptly notify each Lender resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct copies thereof and are in full force and effect, and such legal opinions 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 the Administrative Agent and may reasonably request; and
(f) the Borrower, Borrowers shall have delivered an Extension Request with respect to implement the terms of any such Extension, including any amendments necessary Stated Maturity Date to establish Extended Loan Commitments as a new Tranche of Commitments and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and not less than sixty (60) days prior to the Borrower Stated Maturity Date then in connection with effect (which shall be promptly forwarded by the establishment of such new Tranche (including Administrative Agent to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Trancheeach Lender), in each case on terms consistent with this section.
Appears in 1 contract
Samples: Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Extension of Maturity Date. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders of the applicable Class of Loans) not less than 45 days (or such shorter period of time as may be agreed between the Company and the Administrative Agent) and not more than 75 days prior to (x) any anniversary of the Effective Date or (y) the Maturity Date of the 2019 Incremental Term Loans (as applicable), request that the Lenders of the applicable Class of Revolving Loans and Commitments, Swingline Loans and/or 2019 Incremental Term Loans extend the Existing Maturity Date (I) in respect of Revolving Borrowings and Swingline Loans for an extension additional period of one year and (II) in respect of 2019 Incremental Term Loans for an additional period of up to 364 days as specified in the applicable Maturity Date Extension Request. Each Lender of the applicable Class shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Maturity Date Extension Request from the Company, advise the Company whether or not in its sole discretion it agrees to the requested extension (each Lender of the applicable Class agreeing to a requested extension being called a “Consenting Lender”, and AMERICAS/0000000000.12022776969.5 47 EACH LENDER OF THE APPLICABLE CLASS DECLINING TO AGREE TO A REQUESTED EXTENSION BEING CALLED A “DECLINING LENDER”). ANY LENDER OF THE APPLICABLE CLASS THAT HAS NOT SO ADVISED THE COMPANY AND THE ADMINISTRATIVE AGENT BY SUCH DAY SHALL BE DEEMED TO HAVE DECLINED TO AGREE TO SUCH EXTENSION AND SHALL BE A DECLINING LENDER. IF LENDERS CONSTITUTING THE REQUIRED LENDERS SHALL HAVE AGREED TO A MATURITY DATE EXTENSION REQUEST IN RESPECT OF THE REVOLVING COMMITMENTS AND REVOLVING BORROWINGS, THEN THE MATURITY DATE SHALL, AS TO THE APPLICABLE CONSENTING LENDERS, BE EXTENDED TO THE FIRST ANNIVERSARY OF THE MATURITY DATE IN RESPECT OF REVOLVING BORROWINGS THERETOFORE IN EFFECT. IF THE LENDERS CONSTITUTING THE REQUIRED 2019 INCREMENTAL TERM LENDERS SHALL HAVE AGREED TO A MATURITY DATE EXTENSION REQUEST OF 2019 INCREMENTAL TERM LOANS, THEN THE MATURITY DATE SHALL, AS TO THE APPLICABLE CONSENTING LENDERS, BE EXTENDED TO THE REQUESTED DATE UP TO 364 DAYS FROM THE MATURITY DATE IN RESPECT OF 2019 INCREMENTAL TERM LOANS THERETOFORE IN EFFECT AS SPECIFIED IN THE APPLICABLE MATURITY DATE EXTENSION REQUEST. THE DECISION TO AGREE OR WITHHOLD AGREEMENT TO ANY MATURITY DATE EXTENSION REQUEST SHALL BE AT THE SOLE DISCRETION OF EACH APPLICABLE LENDER. THE REVOLVING COMMITMENT OF ANY DECLINING LENDER SHALL TERMINATE ON THE MATURITY DATE IN EFFECT PRIOR TO GIVING EFFECT TO ANY SUCH EXTENSION. 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 MATURITY DATE IN EFFECT PRIOR TO GIVING EFFECT TO ANY SUCH EXTENSION (SUCH MATURITY DATE BEING CALLED THE “Existing Maturity Date”), and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Revolving Credit Exposures would not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to and in accordance with Section 2.19(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) the Availability Period and the Existing Maturity Date (without taking into consideration any extension pursuant to this Section 2.09), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks or the Swingline Lender or any Swingline Loans made by the Swingline Lender, may not be extended without the prior written consent of such Issuing Bank or the Swingline Lender, as applicable (it being understood and agreed that, in the event any Issuing Bank or the Swingline Lender shall not have consented to any such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth such Issuing Bank or the amount Swingline Lender, as applicable, shall continue to have all the rights and obligations of an Issuing Bank or the Swingline Lender, as applicable, hereunder through the Existing Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit or to make any Swingline Loan, as applicable (but shall, in each case, continue to be entitled to the benefits of Sections 2.04, 2.05, 2.15, 2.17, 10.03 and 10.09, as applicable, as to Letters of Credit or Swingline Loans issued or made prior to such time), and (ii) the Borrowers shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank and the Swingline Exposure to be zero no later than the day on which such LC Exposure or Swingline Exposure, as applicable, would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the applicable Tranche Existing Maturity Date pursuant to this paragraph (and, in any event, no later than the Existing Maturity Date)) and (b) no extension of Commitments that will be subject the Existing Maturity Date pursuant to this AMERICAS/0000000000.12022776969.5 48 PARAGRAPH shall become effective unless on the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth Date that immediately follows the date on which such the Company delivers the applicable Maturity Date Extension is requested to become effective (which Request, the conditions set forth in Section 4.02 shall be not less than fifteen satisfied (15with all references in such Section to a Borrowing being deemed to be references to such extension and without giving effect to the parenthetical in Section 4.02(a)) Business Days nor more than sixty (60) days after and, if reasonably requested by the date of such Extension notice (or such longer or shorter periods as Administrative Agent, the Administrative Agent shall agree in its sole discretion)have received a certificate to that effect dated such date and executed by a Financial Officer of the Company as well as documents consistent with those delivered under Sections 4.01(b) and (iii4.01(c) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which 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 Lenders corporate power and authority of the applicable Tranche shall be extended ratably up Borrowers to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.
(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 immediately borrow hereunder after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Sectionextension.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.
Appears in 1 contract
Extension of Maturity Date. (a) 2.5.1. The Borrower may, by written notice to the Administrative Agent may from time to time, request an extension pursuant to the provisions of this Section 2.5, without the consent of Agent or the Required Lenders, agree with one or more Lenders to extend the Maturity Date then applicable to such Lender’s Loan or any portion thereof, and, provided notice thereof is given to the Agent, otherwise modify the economic terms of any such Loans or any portion thereof (including, without limitation, by modifying the interest rate or fees payable and/or the amortization schedule in respect of such extension, the Loans or any portion thereof (each such modification an “Extension” and such extended loans, the “Extended Loans”) and the Commitments pursuant to one or more written offers (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (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 2.5, 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 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 Agent (for distribution to the applicable Lenders), no later than 30 days (or such shorter period as 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 opportunity “Extended Maturity Date”) and the due date for Lender responses. The Borrower and Agent shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, Agent to accomplish the purposes of this Section 2.5. In connection with any Extension, each applicable Lender wishing to participate in such Extension on shall, prior to such due date, provide Agent with a pro rata basis 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.
2.5.2. Each Extension shall be subject to the following:
(a) no Event of Default shall have occurred and on be continuing at the same terms time of such Extension or would result from the consummation of the applicable Extension;
(b) except as to interest rates, fees, scheduled amortization, optional prepayment terms, premium, required prepayment dates, final maturity date (which shall, subject to clause (c) below, be determined by the Borrower and conditions as each 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 procedures established byany Extension shall have terms that are no more favorable to the Lenders thereof in any material respect, or reasonably acceptable totaken as a whole, than the Administrative Agent applicable Loans prior to the related Extension Offer;
(c) 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 Borrower. If 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;
(d) if the aggregate principal amount of Commitments Loans in respect of which Lenders shall have accepted the relevant an Extension Offer shall exceed exceeds the maximum aggregate principal amount of Commitments, subject Loans offered to be extended by the Borrower pursuant to the relevant Extension Offer as set forth in the Extension noticeOffer, then the Commitments of Lenders of the applicable Tranche such Loans shall be extended ratably up to such maximum amount based on the respective relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer.;
(be) The following all documentation in respect of such Extension shall be conditions precedent consistent with the foregoing, and all written communications by the Borrower generally directed to the effectiveness applicable Lenders under the applicable class of Extension Loans in connection therewith shall be in form and substance consistent with the foregoing;
(f) any Extension: applicable Minimum Extension Condition shall be satisfied;
(ig) no Default or Event more than four Maturity Dates (including, for the avoidance of Default doubt, Maturity Dates applicable to Incremental Term Loans) and four tranches of pricing with respect to the Loans may be effectuated hereunder; and
(h) no Extension shall have occurred and be continuing immediately prior to and immediately after giving effect to become effective unless, on the proposed effective date of such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents herein are true and correct in all material respects on and as of the applicable date of such ExtensionExtension to the same extent as though made on and as of that date, except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they are such representations and warranties shall have been true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true on and correct in all respects) as of such earlier date, .
2.5.3. The consummation and except that for purposes effectiveness of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, will be subject to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and a condition set forth in an the relevant Extension Amendment Offer (as defined below); provided a “Minimum Extension Condition”) that a minimum amount (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall 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 Borrower and the applicable extending Lenders, (vAgent) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, shall Loans 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above)tendered.
2.5.4. The Lenders hereby irrevocably authorize Agent to enter into amendments (d) In connection with any Extensioncollectively, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending LendersExtension Amendments”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan Commitments as a new Tranche tranches of Commitments 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 new Tranche Loans created pursuant to an Extension (including without limitation amending the definition of “Applicable Margin” to preserve effectuate the pro rata treatment payment of different rates and fees to be made to those Lenders who have agreed to extend the extended and non-extended Tranches and to provide for the reallocation maturity date of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranchetheir Loans), in each case on terms consistent with this sectionSection 2.5, and any such Extension Amendments entered into with the Borrower by Agent hereunder shall be binding on the Lenders. The term of any Extension Amendment shall be binding upon only the Lenders agreeing to participate in the Extension Offer and then, only with respect to the Extension Loans of such 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: Term Loan and Security Agreement (Key Energy Services Inc)
Extension of Maturity Date. (a) The Borrower Borrowers may, by written notice by the Partnership to the Administrative Agent from time to time, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000375,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 BorrowerBorrowers. If the aggregate principal amount of Commitments in respect of which 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 Lenders of the applicable Tranche 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 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower Borrowers and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower Borrowers and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower Borrowers and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the BorrowerBorrowers, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such - 57 - representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the BorrowerBorrowers, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower Borrowers in connection with the establishment of such new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders of a tranche of Term Loans with a like Maturity Date or Revolving Credit Commitments with a like Maturity Date, in such Extension each case on a pro rata basis and (based 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 outstanding principal amount of the respective Term Loans or Revolving Credit Commitments in respect with the same Maturity Date, as the case may be), the Borrower may from time to time extend the Maturity Date of which Lenders shall have accepted any Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer shall exceed (including by increasing or decreasing the maximum aggregate principal amount interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans or Revolving Credit Commitments, subject to as applicable, in each case as so extended, as well as the Extension Offer original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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 following shall be conditions precedent to the effectiveness of any Extensionterms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing immediately prior at the time the offering document in respect of an Extension Offer is delivered to the Lenders and immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are shall be true and correct in all material respects on and as of the date time the offering document in respect of such Extensionan Extension Offer is delivered to the Lenders, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.172.18, the representations and warranties contained in subsections clauses (a) and (b) 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, (ii) except as to interest rates, fees and final maturity, the Revolving Credit Commitment of any Revolving Credit Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Pro Rata Share of the Revolving Credit Facility (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments) and (y) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates (unless the Administrative Agent otherwise agrees), (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the L/C Issuer Borrower and set forth in the Swing Line relevant Extension Offer), the Term Loans of any Term Lender shall have consented (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of the Commitments, Term Loans subject to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and Offer, (iv) the terms applicable amortization schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to the original Maturity Date may not be increased, (v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the applicable Extended Term Loans, (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which the applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the applicable Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer and (viii) all documentation in respect of such Extension shall comply be consistent with paragraph the foregoing. For the avoidance of doubt, no Lender shall be required to participate in any Extension, any Lender that fails to consent to an Extension Offer shall be deemed to have declined such Extension Offer and the Loans and Commitments of any non-participating Lenders shall mature (cand the Commitments terminate) on the applicable Maturity Date.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.18, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) each Extension Offer shall be in a minimum amount of $50,000,000 aggregate principal amount of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable tranches to be extended (unless (x) otherwise agreed to by the Administrative Agent in its sole discretion or (y) the Extension Offer is made to extend Term Loans or Revolving Credit Commitments to the same Maturity Date as a prior Extension Offer). The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this SectionSection 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18; provided that, for the avoidance of doubt, such consent shall not be deemed to be an acceptance of any particular Extension Offer by the Administrative Agent or any Lender.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, hereby irrevocably authorize the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 enter into amendments to this Agreement and the other Loan Documents with the Borrower (and without the consent of any other Person) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan new tranches or sub-tranches in respect of Revolving Credit Commitments as a new Tranche of Commitments or Term Loans so extended 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 new Tranche (including to preserve the pro rata treatment of the extended and nontranches or sub-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche)tranches, in each case on terms consistent with this sectionSection 2.18. Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to the manner in which the amendments contemplated by this Section 2.18(c) are drafted and implemented and, if the Administrative Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence, it being understood that this provision relates solely to the manner of implementation; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each an “Extension”) of the Maturity Date (such extension, the “Extension” maturity date of any Loans and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice; provided, that, not more than two Extensions shall be permitted. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments an amount equal to more than 50% of $25,000,000 the Aggregate Revolving Commitments then in effect) and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen ten (1510) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates). 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; provided, that, no Lender shall be obligated to accept an Extension Officer, and any Lender’s failure to accept an Extension Offer within any time specified for acceptance shall be deemed to be a declination thereof. If the aggregate principal amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments, Commitments subject to the Extension Offer as set forth in the Extension notice, then the Commitments of such Lenders of the applicable Tranche 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 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 immediately after giving effect to such Extension, ; (ii) the representations and warranties set forth in Article V and in each other Loan Document shall be deemed to be made and shall (except x) with respect to the extent such representation or warranty is already subject to representations and warranties that contain a materiality qualifierqualification, in which case such representation or warranty shall be true and correct in all respectson and as of the effective date of such Extension and (y) contained in Article V with respect to representations and the other Loan Documents are warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the effective date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, ; (iii) the L/C Issuer Issuers and the Swing Line Swingline Lender shall have consented to any Extension of the Commitments, Commitments to the extent that such Extension provides for the issuance or extension of Letters of Credit or the making of Swing Line Swingline Loans at any time during the extended period period; and (iv) the terms of such Extension Commitments shall comply with paragraph (c) of this SectionSection 2.18(c).
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below)Amendment; provided that provided, that, (i) the final maturity date of any Extended Loan Commitment shall be no earlier than the Maturity Date, (ii) there shall be no scheduled amortization of the loans or reductions of commitments under any ExtensionExtended Commitments, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans Loans, (iv) the Borrower and the borrower and guarantors Guarantors of the Extended Loan CHAR1\1806478v11 Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (ivv) the interest rate margin, rate floors, floors and fees and premium applicable to any Extended Loan Commitments Commitment (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (vvi) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation participations in Letters of Credit and Swing Line Loans, Swingline Loans shall be on a pro rata basis with the other Loans or and Commitments (other than upon the maturity of the non-extended Loans and Commitments) ), and (vivii) the terms of the Extended Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (vvi) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) Amendment and a certificate of each Loan Party dated such other documentation as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or Administrative Agent shall reasonably specify to evidence the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including (i) any amendments necessary to establish Extended Loan Commitments as a new Tranche tranche of Commitments and (ii) 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 new Tranche tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches tranches and to provide for the reallocation of Revolving Loans and Letter of Credit Exposure usage upon the expiration or termination of the commitments under any Tranchetranche), in each case on terms consistent with this section.Section. Article III TAXES, YIELD PROTECTION AND ILLEGALITY
Appears in 1 contract
Samples: Credit Agreement (Parsons Corp)
Extension of Maturity Date. Borrower shall have two (a2) The Borrower may, by written notice successive options to extend the scheduled Maturity Date of the Loan to the Administrative Agent from time to time, request an extension Monthly Payment Date in the month containing the one-year anniversary of the Maturity Date as theretofore in effect (the period of each such extension, “Extension Term”). In order to exercise such extension option, Borrower shall deliver to Agent written notice of such extension on or before the “Extension” and such extended loans, the “Extended Loans”date that is thirty (30) and the Commitments (such commitments, the “Extended Loan Commitments”) days prior to the extended maturity date specified then applicable Maturity Date (but in such notice. Such notice shall no event more than ninety (i90) set forth the amount days in advance of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000Maturity Date), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which 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 Lenders of the applicable Tranche The Maturity Date shall be extended ratably up pursuant to such maximum amount based on Borrower’s notice as aforesaid, provided that the respective principal amounts with respect following conditions are satisfied to which such Lenders have accepted such Extension Offer.
(b) The following shall be conditions precedent to Agent’s reasonable satisfaction for each extension of the effectiveness term of any Extensionthe Loan: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) in existence either at the representations and warranties (except to time of Borrower’s notice or on the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the then applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there Borrower shall be no reductions enter into an Interest Rate Protection Agreement through the term of commitments under any Extensionthe applicable Extension Term and otherwise satisfy each of the requirements set forth in Section 4.1.18 hereof, including, without limitation, delivery of a new Assignment of Rate Protection Agreement, (iii) Mortgage Borrower shall have extended the Extended Loans will rank pari passu Mortgage Loan pursuant to and in right of payment and accordance with respect to security with the existing Loans and the borrower and guarantors Section 2.3.3 of the Extended Mortgage Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing LoansAgreement, (iv) the interest rate margin, rate floors, fees and premium Debt Yield (calculated by Agent not less than ten (10) days prior to the then applicable to any Extended Loan Commitments (and the Extended Loans thereunderMaturity Date) shall not be determined by less than eight and one-half percent (8.5%) for the Borrower and first Extension Term or nine percent (9%) for the applicable extending Lenderssecond Extension Term, (v) borrowing and prepayment Borrower shall pay to Lender an extension fee in an amount equal to one quarter percent (0.25%) of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, shall be on a pro rata basis with the other Loans or Commitments (other than upon the maturity then outstanding principal balance of the non-extended Loans and Commitments) Loan no later than the Business Day prior to the first day of the applicable Extension Term, and (vi) Borrower has paid all of Lender’s reasonable, out-of-pocket costs and expenses in connection with such extension. If Borrower fails to exercise any Extension Term in accordance with the terms provisions of the Commitments made under the this Agreement, such Extension shall be substantially identical Term, and any subsequent Extension Term hereunder, will automatically cease and terminate. Notwithstanding anything to the terms set forth herein contrary contained herein, if the Debt Yield threshold is not met in connection with the exercise of an extension option under this Section 2.3.3, then Borrower shall have the right to partially prepay the Loan (except as set forth in clauses and, if applicable, the Mortgage Loan) pro rata by the amount necessary such that the applicable Debt Yield threshold is satisfied, provided (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver respect to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such ExtensionLoan, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty no Spread Maintenance Premium shall be true and correct due in all respects) on and as connection with any such prepayment of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, Loan and (B) no Default or Event of Default such prepayment shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered subject to the extent applicable. The Administrative Agent shall promptly notify each Lender as terms and provisions of Section 2.4.1 below (other than those restricting partial prepayments) and (ii) with respect to the effectiveness of each Extension. Any Extension Amendment mayMortgage Loan, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents (A) no Spread Maintenance Premium (as may be necessary or appropriate, defined in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Mortgage Loan Commitments as a new Tranche of Commitments and such other technical amendments as may Agreement) shall be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower due in connection with the establishment of any such new Tranche (including to preserve the pro rata treatment prepayment of the extended Mortgage Loan and non-extended Tranches (B) such prepayment shall be subject to the terms and to provide for the reallocation provisions of Revolving Credit Exposure upon the expiration or termination Section 2.4.1 of the commitments under any TrancheMortgage Loan Agreement (other than those restricting partial prepayments), in each case on terms consistent with this section.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Black Creek Diversified Property Fund Inc.)
Extension of Maturity Date. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension with the consent of the Administrative Agent, by delivery of a request (a “Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan CommitmentsExtension Request”) to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than thirty (30) days prior to the then-existing Maturity Date for the applicable Commitments and/or Loans hereunder to be extended maturity date specified (the “Existing Maturity Date”), request that the Lenders holding such Loans and/or Commitments (the “Requested Lenders”) extend the Existing Maturity Date in accordance with this Section 2.18. Each Maturity Date Extension Request relating to Term Loans of a Class shall offer to extend all Term Loans of such noticeClass ratably among the Term Lenders holding Loans of such Class. Such notice Each Maturity Date Extension Request relating to RC Commitments shall offer to extend all RC Commitments ratably among the RC Lenders. Each Maturity Date Extension Request shall (i) set forth the amount of specify the applicable Tranche of Commitments that will and/or Loans hereunder to be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000)extended, (ii) set forth specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable 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 Maturity Date and the time as of which such Extension is requested to changes will become effective (which shall may be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments, subject prior to the Extension Offer as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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.
(bExisting Maturity Date) 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided, that with respect to any Term Loans, (1) except as to interest rates, fees and any other pricing terms, and amortization, final maturity date and participation in prepayments and commitment reductions, the extended Term Loans shall have the same terms as the existing Class of Term Loans from which they are extended or such Extension shall comply with paragraph (c) of this Section.
(c) The other terms of each Extension as shall be determined by reasonably satisfactory to the Borrower and the applicable extending Lenders and set forth in an Extension Amendment Administrative Agent, (as defined below); provided that (i2) the final maturity date of any Extended Loan extended Term Loans shall be no earlier than the Existing Maturity Date, (ii3) there the weighted average life to maturity of any extended Term Loans shall be no reductions shorter than the remaining weighted average life to maturity of commitments under any Extensionthe Class of Term Loans to which such offer relates; provided, (iii) the Extended Loans will rank pari passu in right of payment and further, with respect to security with any RC Commitment, except as to interest rates, fees, any other pricing terms and final maturity, any extended RC Commitment shall have the same terms as the existing Loans and RC Commitments from which they are extended or have such other terms as shall be reasonably satisfactory to the borrower and guarantors Administrative Agent and, in respect of any other terms that would affect the rights or duties of any Issuing Bank or Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or Swingline Lender.
(b) In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Requested Lender shall have the right to agree to the extension of the Extended Loan Commitments shall Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Requested 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 same as maximum amount of the Borrower and Guarantors Commitment and/or Loans of such Requested Lender with respect to which such Requested Lender agrees to the existing Loansextension of the Maturity Date, delivered to the Borrower (ivwith a copy to the Administrative Agent) the interest rate margin, rate floors, fees and premium applicable not later than a day to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined agreed upon by the Borrower and the applicable extending Lenders, Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (v) borrowing it being understood and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, agreed that any Requested Lender that 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 Commitments made under the Extension shall be substantially identical have failed to the terms set forth herein (except exercise such right as set forth above shall be deemed to be a Declining Lender). If a Requested Lender elects to extend only a portion of its then existing Commitment and/or Loans subject to the Maturity Date Extension Request, it will be deemed for purposes hereof to be a Consenting Lender in clauses (i) through (v) above)respect of such extended portion and a Declining Lender in respect of the remaining portion of such Commitment and/or Loans.
(dc) In connection with any ExtensionIf there shall be Consenting Lenders who have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then the Borrower, the Administrative Agent and each applicable extending Lender (such the Consenting Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent enter into an amendment to this Agreement (an the “Extension Amendment”) to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request.
(d) Solely in respect of a Maturity Date Extension Request that has become effective in respect of RC Commitments, on the Existing Maturity Date, the RC Commitment of each Declining Lender shall terminate, and the Borrower shall repay the RC Loans of the Declining Lenders, 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 4.2 (Requirements for Each Loan/Letter of Credit), such repayments may be funded with the proceeds of new RC Loans from the Consenting Lenders.
(e) 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 the Loans of such Class of the Declining Lenders, 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 4.2 (Requirements for Each Loan/Letter of Credit), such repayments may be funded with the proceeds of new RC Loans made simultaneously.
(f) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Subsections 4.2.1 (No Default) and 4.2.3 (Representations and Warranties) have been satisfied and the Administrative Agent shall have received a certificate of each Loan Party to that effect dated as of the such date of such Extension (in sufficient copies for each Lender) signed and executed by a Responsible Financial Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, .
(Ag) No extension of an Existing Maturity Date in accordance with the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes express terms of this Section 2.172.18, or any amendment or modification of the representations terms and warranties contained conditions of the Commitments and the Loans of the Consenting Lenders or any reallocation of Loans or Commitments or other obligations effected in subsections (a) and (b) of connection with this Section 5.05 2.18, shall be deemed to refer violate provisions of this Agreement requiring pro rata payments, pro rata borrowings or pro rata Commitment increases or decreases or require consents of any Lenders (except as expressly set forth in this Section 2.18). If provided in any Extension Amendment with respect to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01any extended RC Commitments, and (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without with the consent of any other Lendereach Swingline Lender and Issuing Bank, effect participations in Swingline Loans and Letters of Credit shall be reallocated to RC Lenders holding such amendments to this Agreement extended RC Commitments and the other Loan Documents as may be necessary or appropriate, RC Lenders holding existing RC Commitments in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any manner specified in such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this sectionExtension Amendment.
Appears in 1 contract
Samples: Credit Agreement (Greatbatch, Inc.)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders of a tranche of Term Loans with a like Maturity Date or Revolving Credit Commitments with a like Maturity Date, in such Extension each case on a pro rata basis and (based 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 outstanding principal amount of the respective Term Loans or Revolving Credit Commitments in respect with the same Maturity Date, as the case may be), the Borrower may from time to time extend the Maturity Date of which Lenders shall have accepted any Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer shall exceed (including by increasing or decreasing the maximum aggregate principal amount interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans or Revolving Credit Commitments, subject to as applicable, in each case as so extended, as well as the Extension Offer original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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 following shall be conditions precedent to the effectiveness of any Extensionterms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing immediately prior at the time the offering document in respect of an Extension Offer is delivered to the Lenders and immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are shall be true and correct in all material respects (or, to the extent any such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in all respects) on and as of the date time the offering document in respect of such Extensionan Extension Offer is delivered to the Lenders, except 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 (except or, to the extent any such representation representations and warranties are qualified with “materiality” or warranty is already subject to a materiality qualifier“Material Adverse Effect” or similar terms, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.172.18, the representations and warranties contained in subsections clauses (a) and (b) 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, (ii) except as to interest rates, fees and final maturity, the Revolving Credit Commitment of any Revolving Credit Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings); provided that (A) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Pro Rata Share of the Revolving Credit Facility (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (2) repayments required upon the Maturity Date of the non‑extending Revolving Credit Commitments) and (B) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates (unless the Administrative Agent otherwise agrees), (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the L/C Issuer Borrower and set forth in the Swing Line relevant Extension Offer), the Term Loans of any Term Lender shall have consented (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of the Commitments, Term Loans subject to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and Offer, (iv) the terms applicable amortization schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to the original Maturity Date may not be increased, (v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the applicable Term Loans being extended (prior to such extension), (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which the applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the applicable Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer and (viii) all documentation in respect of such Extension shall comply be consistent with paragraph the foregoing. For the avoidance of doubt, no Lender shall be required to participate in any Extension, any Lender that fails to consent to an Extension Offer shall be deemed to have declined such Extension Offer and the Loans and Commitments of any non-participating Lenders shall mature (cand the Commitments terminate) on the applicable Maturity Date.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.18, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) each Extension Offer shall be in a minimum amount of $50,000,000 aggregate principal amount of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable tranches to be extended (unless (x) otherwise agreed to by the Administrative Agent in its sole discretion or (y) the Extension Offer is made to extend Term Loans or Revolving Credit Commitments to the same Maturity Date as a prior Extension Offer). The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this SectionSection 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18; provided that, for the avoidance of doubt, such consent shall not be deemed to be an acceptance of any particular Extension Offer by the Administrative Agent or any Lender.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, hereby irrevocably authorize the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 enter into amendments to this Agreement and the other Loan Documents with the Borrower (and without the consent of any other Person) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan new tranches or sub‑tranches in respect of Revolving Credit Commitments as a new Tranche of Commitments or Term Loans so extended 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration tranches or termination of the commitments under any Tranche)sub‑tranches, in each case on terms consistent with this sectionSection 2.18. Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to the manner in which the amendments contemplated by this Section 2.18(c) are drafted and implemented and, if the Administrative Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence, it being understood that this provision relates solely to the manner of implementation; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders.
Appears in 1 contract
Samples: Credit Agreement (AdvanSix Inc.)
Extension of Maturity Date. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject Notwithstanding anything to the Extension contrary in this Agreement, pursuant to one (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000)1) or more offers (each, (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders holding Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in such Extension each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans, Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans, and/or all of such Lender’s Revolving Credit Commitments and conditions as each other Lender otherwise modify the terms of such Term Loans, and/or Revolving Credit Commitments pursuant to procedures established bythe terms of the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:
(i) no Event of Default shall have occurred and be continuing at the time the Extension Offer is made to the Lenders;
(ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Credit Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided that, (x) subject to the provisions of Section 2.04(m) and Section 2.05(h) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when a Class of Revolving Credit Commitments is extended such that there exists an Extended Revolving Credit Commitments with a longer maturity date with respect to such original Class, all Swing Line Loans and Letters of Credit of the original Class shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments with respect to such Class in accordance with their Pro Rata Share (and except as provided in Section 2.04(m) and Section 2.05(h), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments of any Class of Revolving Credit Commitments) of Extended Revolving Credit Loans after the applicable Extension date shall be made on a pro rata basis with the original Class of Revolving Credit Commitments as to which such Extended Revolving Credit Commitments relate and (z) at no time shall there be Revolving Credit Commitments hereunder that have more than three different maturity dates;
(iii) subject to immediately succeeding clauses (iv), (v) and (vi), the other terms of the Term Loans (including with respect to pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption terms and provisions) of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans” shall be as agreed between the Borrower and such Lenders (and for the avoidance of doubt, no consent of the Administrative Agent shall be required except to the extent affecting the rights or duties of, or reasonably acceptable any fees or other amounts payable to, the Administrative Agent); provided that, to the extent any more restrictive covenant is added for the benefit of any Class of Extended Term Loans such covenant (except to the extent only applicable after the latest maturity date of the Facilities) may also be added for the benefit of all of the Facilities (or, in the case of a financial maintenance covenant, solely for the benefit of the Initial Revolving Credit Facility or other Facility that benefits from a financial maintenance covenant at such time); it being understood and agreed that in each such case, no consent of the Administrative Agent and and/or any Lender shall be required in connection with any amendment adding such covenant;
(iv) the Borrower. If Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby;
(v) any Extended Term Loans may participate on a pro rata basis, greater than pro rata basis or a less than pro rata basis (but not a greater than pro rata basis with respect to any earlier maturing Class of Term Loans without at least a pro rata repayment of any such related earlier maturing Classes) in any mandatory repayments or mandatory prepayments (but on a pro rata basis, greater than pro rata basis or a less than pro rata basis in any voluntary prepayments) in respect of the applicable Term Facility, in each case as specified in the respective Extension Offer;
(vi) if the aggregate principal amount of Commitments the Class of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of CommitmentsTerm Loans or Revolving Credit Commitments of such Class, subject as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer as set forth in the Extension noticeOffer, then the Term Loans or Revolving Credit Commitments of such Class, as the case may be, of such Term Lenders of or Revolving Credit Lenders, as the applicable Tranche case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer,
(vii) all documentation in respect of such Extension (including the Extension Amendment) shall be consistent with the foregoing; and
(viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and no Lender shall be obligated to extend its Term Loans or Revolving Credit Commitments unless it so agrees.
(bii) The following shall be conditions precedent With respect to all Extensions consummated by the effectiveness of any Extension: Borrower pursuant to this Section 2.18, (i) no Default such Extensions shall not constitute voluntary or Event mandatory payments or prepayments or commitment reductions for purposes of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such ExtensionSections 2.06, 2.07 or 2.08, (ii) the representations and warranties amortization schedules (except in so far as such schedule affects payments due to Lenders participating in the relevant Facility) set forth in Section 2.08 shall be adjusted to give effect to the extent Extension of the relevant Facility and (iii) except as set forth in clause (a)(vii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such representation Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Term Loans or warranty is already subject Revolving Credit Commitments (as applicable) of any or all applicable Class to a materiality qualifierbe tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in which case respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such representation terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.06, 2.07 or warranty 2.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18.
(iii) No consent of any Lender or the Administrative Agent shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such required to effectuate any Extension, except other than (A) the consent of each Lender agreeing to the extent that such representations and warranties specifically refer Extension with respect to an earlier date, in which case they are true and correct in all material respects one or more of its Term Loans and/or Revolving Credit Commitments (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (aportion thereof) and (bB) with respect to any Extension of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses Revolving Credit Commitments (a) and (bor a portion thereof), respectively, the consent of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender shall have consented applicable to any Extension of the Commitments, to the extent that such Extension provides for the issuance Revolving Credit Commitment (if such L/C Issuer or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms Lender is being requested to issue letters of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors credit or make swing line loans with respect to the existing LoansClass of Extended Revolving Credit Commitments), (iv) the interest rate margin, rate floors, fees which consent shall not be unreasonably withheld or delayed. All Extended Term Loans and premium applicable to any Extended Loan Revolving Credit Commitments (and the Extended Loans thereunder) all obligations in respect thereof shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made Obligations under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents are true and correct in all material respects (except Documents; provided that if such Indebtedness is secured by a Lien on the Collateral that is junior to the extent such representation or warranty is already Lien securing the Secured Obligations, it shall be subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicableAcceptable Intercreditor Agreement. The Lenders hereby irrevocably authorize and direct the 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 acknowledge amendments to this Agreement and the other Loan Documents Documents, which is entered into among the Borrower and the Lenders providing such Extension, as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan new Classes or sub-Classes in respect of Revolving Credit Commitments as a new Tranche of Commitments or Term Loans so extended 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 new Tranche (including to preserve the pro rata treatment of the extended and nonClasses or sub-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche)Classes, in each case on terms consistent with this sectionSection 2.18, which amendment shall be effective to amend this Agreement notwithstanding the provisions of Section 11.
Appears in 1 contract
Extension of Maturity Date. .
(a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone (1) or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders holding Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in such Extension each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans, Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans, and/or all of such Lender’s Revolving Credit Commitments and conditions as each other Lender otherwise modify the terms of such Term Loans, and/or Revolving Credit Commitments pursuant to procedures established bythe terms of the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:
(i) no Event of Default shall have occurred and be continuing at the time the Extension Offer is made to the Lenders;
(ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Credit Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided that, (x) subject to the provisions of Section 2.04(m) and Section 2.05(h) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when a Class of Revolving Credit Commitments is extended such that there exists an Extended Revolving Credit Commitments with a longer maturity date with respect to such original Class, all Swing Line Loans and Letters of Credit of the original Class shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments with respect to such Class in accordance with their Pro Rata Share (and except as provided in Section 2.04(m) and Section 2.05(h), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments of any Class of Revolving Credit Commitments) of Extended Revolving Credit Loans after the applicable Extension date shall be made on a pro rata basis with the original Class of Revolving Credit Commitments as to which such Extended Revolving Credit Commitments relate and (z) at no time shall there be Revolving Credit Commitments hereunder that have more than three different maturity dates;
(iii) subject to immediately succeeding clauses (iv), (v) and (vi), the other terms of the Term Loans (including with respect to pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption terms and provisions) of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans” shall be as agreed between the Borrower and such Lenders (and for the avoidance of doubt, no consent of the Administrative Agent shall be required except to the extent affecting the rights or duties of, or reasonably acceptable any fees or other amounts payable to, the Administrative Agent); provided that, to the extent any more restrictive covenant is added for the benefit of any Class of Extended Term Loans such covenant (except to the extent only applicable after the latest maturity date of the Facilities) may also be added for the benefit of all of the Facilities (or, in the case of a financial maintenance covenant, solely for the benefit of the Initial Revolving Credit Facility or other Facility that benefits from a financial maintenance covenant at such time); it being understood and agreed that in each such case, no consent of the Administrative Agent and and/or any Lender shall be required in connection with any amendment adding such covenant;
(iv) the Borrower. If Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby;
(v) any Extended Term Loans may participate on a pro rata basis, greater than pro rata basis or a less than pro rata basis (but not a greater than pro rata basis with respect to any earlier maturing Class of Term Loans without at least a pro rata repayment of any such related earlier maturing Classes) in any mandatory repayments or mandatory prepayments (but on a pro rata basis, greater than pro rata basis or a less than pro rata basis in any voluntary prepayments) in respect of the applicable Term Facility, in each case as specified in the respective Extension Offer;
(vi) if the aggregate principal amount of Commitments the Class of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of CommitmentsTerm Loans or Revolving Credit Commitments of such Class, subject as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer as set forth in the Extension noticeOffer, then the Term Loans or Revolving Credit Commitments of such Class, as the case may be, of such Term Lenders of or Revolving Credit Lenders, as the applicable Tranche case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer,
(vii) all documentation in respect of such Extension (including the Extension Amendment) shall be consistent with the foregoing; and
(viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and no Lender shall be obligated to extend its Term Loans or Revolving Credit Commitments unless it so agrees.
(b) The following shall be conditions precedent With respect to all Extensions consummated by the effectiveness of any Extension: Borrower pursuant to this Section 2.18, (i) no Default such Extensions shall not constitute voluntary or Event mandatory payments or prepayments or commitment reductions for purposes of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such ExtensionSections 2.06, 2.07 or 2.08, (ii) the representations and warranties amortization schedules (except in so far as such schedule affects payments due to Lenders participating in the relevant Facility) set forth in Section 2.08 shall be adjusted to give effect to the extent Extension of the relevant Facility and (iii) except as set forth in clause (a)(vii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such representation Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Term Loans or warranty is already subject Revolving Credit Commitments (as applicable) of any or all applicable Class to a materiality qualifierbe tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in which case respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such representation terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.06, 2.07 or warranty 2.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18.
(c) No consent of any Lender or the Administrative Agent shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such required to effectuate any Extension, except other than (A) the consent of each Lender agreeing to the extent that such representations and warranties specifically refer Extension with respect to an earlier date, in which case they are true and correct in all material respects one or more of its Term Loans and/or Revolving Credit Commitments (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (aportion thereof) and (bB) with respect to any Extension of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses Revolving Credit Commitments (a) and (bor a portion thereof), respectively, the consent of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender shall have consented applicable to any Extension of the Commitments, to the extent that such Extension provides for the issuance Revolving Credit Commitment (if such L/C Issuer or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.being requested to
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Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders of a tranche of Term Loans with a like Maturity Date or Revolving Credit Commitments with a like Maturity Date, in such Extension each case on a pro rata basis and (based 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 outstanding principal amount of the respective Term Loans or Revolving Credit Commitments in respect with the same Maturity Date, as the case may be), the Borrower may from time to time extend the Maturity Date of which Lenders shall have accepted any Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer shall exceed (including by increasing or decreasing the maximum aggregate principal amount interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans or Revolving Credit Commitments, subject to as applicable, in each case as so extended, as well as the Extension Offer original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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 following shall be conditions precedent to the effectiveness of any Extensionterms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing immediately prior at the time the offering document in respect of an Extension Offer is delivered to the Lenders and immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are shall be true and correct in all material respects on and as of the date time the offering document in respect of such Extensionan Extension Offer is delivered to the Lenders, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.172.18, the representations and warranties contained in subsections clauses (a) and (b) 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, (ii) except as to interest rates, fees and final maturity, the Revolving Credit Commitment of any Revolving Credit Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Pro Rata Share of the Revolving Credit Facility (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments) and (y) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates (unless the Administrative Agent otherwise agrees), (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the L/C Issuer Borrower and set forth in the Swing Line relevant Extension Offer), the Term Loans of any Term Lender shall have consented (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of the Commitments, Term Loans subject to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and Offer, (iv) the terms applicable amortization schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to the original Maturity Date may not be increased, (v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the applicable Extended Term Loans, (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which the applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the applicable Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer and (viii) all documentation in respect of such Extension shall comply be consistent with paragraph the foregoing. For the avoidance of doubt, no Lender shall be required to participate in any Extension, any Lender that fails to consent to an Extension Offer shall be deemed to have declined such Extension Offer and the Loans and Commitments of any non-participating Lenders shall mature (cand the Commitments terminate) on the applicable Maturity Date.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.18, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) each Extension Offer shall be in a minimum amount of $50,000,000 aggregate principal amount of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable tranches to be extended (unless (x) otherwise agreed to by the Administrative Agent in its sole discretion or (y) the Extension Offer is made to extend Term Loans or Revolving Credit Commitments to the same Maturity Date as a prior Extension Offer). The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this SectionSection 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18; provided that, for the avoidance of doubt, such consent shall not be deemed to be an acceptance of any particular Extension Offer by the Administrative Agent or any Lender.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, hereby irrevocably authorize the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 enter into amendments to this Agreement and the other Loan Documents with the Borrower (and without the consent of any other Person) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan new tranches or sub‑tranches in respect of Revolving Credit Commitments as a new Tranche of Commitments or Term Loans so extended 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 new Tranche (including to preserve the pro rata treatment of the extended and nontranches or sub-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche)tranches, in each case on terms consistent with this sectionSection 2.18. Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to the manner in which the amendments contemplated by this Section 2.18(c) are drafted and implemented and, if the Administrative Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence, it being understood that this provision relates solely to the manner of implementation; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18.
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Extension of Maturity Date. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which 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 Lenders of the applicable Tranche 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 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, 6.01 and (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, Commitments 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.
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Extension of Maturity Date. (a) The Borrower Borrowers may, not later than 30 days, and not earlier than 60 days, prior to each applicable anniversary of the Closing Date during the term of this Agreement (as may be extended from time to time pursuant to this Section 2.26) (the “Current Anniversary Date”), and not more than once in any calendar year with respect to each Revolving Commitment Termination Date and not more than twice total with respect to each Revolving Commitment Termination Date, from time to time request that the applicable Revolving Commitment Termination Date in respect of the U.S. Revolving Commitments and the U.S. Revolving Loans, Canadian Revolving Commitments and Canadian Revolving Loans, European Revolving Commitments and European Revolving Loans and/or Hong Kong Revolving Commitments and Hong Kong Revolving Loans for all Eligible Lenders (as defined below) under such credit facility be extended for a period of one year from the then-applicable Revolving Commitment Termination Date by written notice delivering to the Administrative Agent from time to time, request a copy of an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of request signed by the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered Borrower (an “Extension OfferRequest”) an opportunity to participate in substantially the form of Exhibit H hereto; provided that as of the date of any 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 of Commitments in respect of which 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 Lenders extension of the applicable Tranche 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 following shall be conditions precedent to the effectiveness of any Extension: Revolving Commitment Termination Date, (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties (except to of the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) Loan Parties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they IV are 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 such representation or warranty is already subject specifically relates only to a materiality qualifieran earlier date, in which case such representation it was true and correct in all material respects (except those representations and warranties qualified by materiality or warranty Material Adverse Effect, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have has occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicableis continuing. The Administrative Agent shall promptly notify each applicable Revolving Lender as of its receipt of such Extension Request.
(b) On or prior to the effectiveness of fifteenth day (the “Determination Date”) prior to the Current Anniversary Date, 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 Eligible Lender shall notify the Administrative Agent and the Borrower, applicable Borrower of its willingness or unwillingness to implement consent to the terms of any such Extension, including any amendments necessary applicable Extension Request. Any Eligible Lender that shall fail to establish Extended Loan Commitments as a new Tranche of Commitments and such other technical amendments as may be necessary or appropriate in the reasonable opinion of so notify the Administrative Agent and the applicable Borrower, on or prior to the Determination Date, shall be deemed to have declined to so extend.
(c) In the event that, on or prior to the Determination Date, Eligible Lenders holding more than 50.0% of the aggregate principal amount of the Revolving Commitments of all Eligible Lenders then in effect in respect of the applicable Revolving Commitment Termination Date shall consent to such extension (each such Lender, a “Consenting Lender”; each such event, an “Extension Approval”; and each such agreement, an “Extension Agreement”), the Administrative Agent shall so advise the applicable Revolving Lenders and the applicable Borrower and the applicable Revolving Commitment Termination Date shall be extended to the date indicated in connection the Extension Request with respect to such Consenting Lenders. Thereafter, (i) for each Consenting Lender, the term “Revolving Commitment Termination Date” with respect to the applicable Revolving Loans and Revolving Commitments as used herein and in any promissory note executed and delivered by the applicable Borrower pursuant to Section 2.07 hereof, shall at all times refer to such date indicated in the applicable Extension Request, unless it is later extended pursuant to this Section 2.26, and (ii) for each Lender that is not a Consenting Lender with respect to such Extension Request (each such Lender, a “Non-Extending Lender”), the term “Revolving Commitment Termination Date” with respect to the applicable Revolving Loans and Revolving Commitments held by it shall at all times refer to the date which was the Revolving Commitment Termination Date with respect thereto prior to the delivery to the Administrative Agent of such Extension Request; provided that any Non-Extending Lender (including any direct or indirect assignee of any Non-Extending Lender) may, with the establishment written consent of the applicable Borrower, elect at any time prior to the Revolving Commitment Termination Date then applicable to its applicable Revolving Loans and Revolving Commitments to consent to the applicable Borrower’s prior Extension Requests by delivering a written notice to such effect to the applicable Borrower and the Administrative Agent, and upon the receipt by the applicable Borrower and the Administrative Agent of such new Tranche notice, the Revolving Commitment Termination Date with respect to the applicable Revolving Loans and Revolving Commitments of such Non-Extending Lender shall be extended to the date indicated in the applicable Extension Requests and such Non-Extending Lender shall be deemed to be a Consenting Lender in respect of such prior Extension Requests for all purposes hereunder.
(including to preserve d) In the pro rata treatment event that, as of any Determination Date, the Consenting Lenders hold 50.0% or less of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination aggregate principal amount of the commitments under applicable Revolving Loans and Revolving Commitments of all Eligible Lenders, the Administrative Agent shall so advise the applicable Lenders and the Borrower Representative, and the applicable Revolving Commitment Termination Date with respect to the applicable Revolving Loans and Revolving Commitments held by each Lender shall continue to be the date which was the applicable Revolving Commitment Termination Date immediately prior to the delivery to the Administrative Agent of such Extension Request. For purposes of this Section 2.26, the term “Eligible Lenders” means, with respect to any Tranche)Extension Request related to the U.S. Revolving Commitments and U.S. Revolving Loans, Revolving Loans, Canadian Revolving Commitments and Canadian Revolving Loans, Revolving Loans, European Revolving Commitments and European Revolving Loans or Hong Kong Revolving Commitments and Hong Kong Revolving Loans, as applicable, (i) all applicable Revolving Lenders if the applicable Revolving Commitment Termination Date of no applicable Revolving Lender’s applicable Revolving Loans or Revolving Commitments had been extended pursuant to this Section 2.26 prior to the delivery to the Administrative Agent of such Extension Request, and (ii) in each case on terms consistent with all other cases, those applicable Revolving Lenders which extended the applicable Revolving Commitment Termination Date of their applicable Revolving Loans and Revolving Commitments in the most recent extension of any applicable Revolving Commitment Termination Date effected pursuant to this sectionSection 2.26.
Appears in 1 contract
Samples: Credit Agreement (PVH Corp. /De/)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent contrary in the Loan Documents, the Borrowers may from time to time, request an extension pursuant to the provisions of this Section 2.20, without the consent of the Administrative Agent or the Required Lenders, agree with one or more Lenders to extend the Term Maturity Date or the Incremental Maturity Date, as applicable, 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 modifying the interest rate, premiums or fees payable and/or the amortization schedule in respect of such Loans or any portion thereof (each such extension, the an “Extension” and such extended loans, the “Extended Loans”) and the Commitments pursuant to one or more written offers (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (each an “Extension Offer”) made from time to time by the Borrowers to all Lenders whose Loans have the same Term Maturity Date or Incremental Maturity Date, as applicable, that is proposed to be extended under this Section 2.20, 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 Offer may be conditioned as determined by the Borrowers and set forth in such offer. In connection with each Extension, the Borrowers will provide notification to Administrative Agent (for distribution to the applicable Lenders), no later than 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 opportunity “Extended Maturity Date”) and the due date for Lender responses. The Borrowers and the Administrative Agent shall agree to such procedures, if any, as may be reasonably acceptable to the Administrative Agent and the Borrowers to accomplish the purposes of this Section 2.20. In connection with any such Extension, each applicable Lender wishing to participate in such Extension on a pro rata basis and on shall, prior to the same terms and conditions as each other Lender pursuant to procedures established byapplicable due date therefor, or reasonably acceptable to, provide the Administrative Agent with a written notice of its desire to so participate. 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 or would immediately result therefrom after giving effect to 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 Borrowers and set forth in the relevant Extension Offer) and covenants and other provisions applicable to periods after the Final 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 Borrower. If 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 Commitments Loans in respect of which Lenders shall have accepted the relevant an Extension Offer shall exceed exceeds the maximum aggregate principal amount of Commitments, subject Loans offered to be extended by the Borrowers pursuant to the relevant Extension Offer as set forth in the Extension noticeOffer, then the Commitments of Lenders of the applicable Tranche such Loans shall be extended ratably up to such maximum amount based on the respective relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer.;
(bv) 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, all documentation in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms respect of such Extension shall comply be consistent with paragraph the foregoing; and
(cvi) of this Sectionany applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers.
(c) The terms consummation and effectiveness of each any Extension shall will be determined by the Borrower and the applicable extending Lenders and subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount (to be determined in the Borrowers’ discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000, unless another lesser amount is agreed to by the Administrative Agent) of Loans be tendered. For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.17 will not apply to Extensions of Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.20, including to any payment of interest or fees in respect of any Loans that have been extended pursuant to an Extension Amendment (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 defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as is set forth in clauses (i) through (v) above)the relevant Extension Offer.
(d) In connection with any Extension, the Borrower, The Lenders hereby irrevocably authorize the Administrative Agent and each applicable extending Lender to enter into amendments (such Lenders providing Extended Loanscollectively, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending LendersExtension Amendments”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan Commitments as a new Tranche tranches of Commitments 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 new Tranche Loans created pursuant to an Extension (including without limitation amending the definition of “Applicable Percentage” to preserve effectuate the pro rata treatment payment of different rates and fees to be made to those Lenders who have agreed to extend the extended and non-extended Tranches and to provide for the reallocation maturity date of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranchetheir Loans), in each case on terms consistent with this sectionSection 2.20, and any such Extension Amendments entered into with the Borrowers 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 Secured Obligations.
Appears in 1 contract
Samples: Credit Agreement (Global Infrastructure Investors III, LLC)
Extension of Maturity Date. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which 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 Lenders of the applicable Tranche 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 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent contrary in the Loan Documents, the Borrower may from time to time, request an extension pursuant to the provisions of this Section 2.20, without the consent of the Administrative Agent or the Required Lenders, agree with one or more Lenders to extend the Term Loan Maturity Date or the Incremental Maturity Date, as applicable, then applicable to such Lender’s Loan, and otherwise modify the economic terms of any such Loans or any portion thereof (including, without limitation, but subject to Section 2.20(b) below, by modifying the interest rate, premiums or fees payable and/or the amortization schedule in respect of such Loans or any portion thereof (each such extension, the an “Extension” and such extended loansany Loans so modified, the “Extended Extension Loans”) and the Commitments pursuant to one or more written offers (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (each an “Extension Offer”) made from time to time by the Borrower to all Lenders whose Loans have the same Term Loan Maturity Date or Incremental Maturity Date, as applicable, that is proposed to be extended under this Section 2.20, 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 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 Administrative Agent (for distribution to the applicable Lenders), no later than 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 opportunity “Extended Maturity Date”) and no later than five Business Days prior to the due date for Lender responses. The Borrower and the Administrative Agent shall agree to such procedures, if any, as may be reasonably acceptable to the Administrative Agent and the Borrower to accomplish the purposes of this Section 2.20. In connection with any such Extension, each applicable Lender wishing to participate in such Extension shall, prior to the applicable due date therefor, provide the Administrative Agent with a written notice of its desire to so participate. 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 or would immediately result therefrom after giving effect to 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 Final 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; provided, that (x) such Extension Loans may participate in any mandatory prepayment under Section 2.10 hereof on a pro rata basis (or on a basis less than pro rata), but not on a basis that is more favorable than pro rata and (y) no voluntary prepayments may be made with respect to such Extension Loans prior to the Final Maturity Date unless the non-Extension Loans are repaid concurrently on at least a pro rata basis;
(iii) the same terms and conditions as each other Lender pursuant to procedures established byfinal maturity date of the Extension Loans shall be later than the Final Maturity Date of the Loans that are not being so extended, or reasonably acceptable to, the Administrative Agent and the Borrower. If 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 Commitments Loans in respect of which Lenders shall have accepted the relevant an Extension Offer shall exceed exceeds the maximum aggregate principal amount of Commitments, subject Loans offered to be extended by the Borrower pursuant to the relevant Extension Offer as set forth in the Extension noticeOffer, then the Commitments of Lenders of the applicable Tranche such Loans shall be extended ratably up to such maximum amount based on the respective relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer.;
(bv) 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, all documentation in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms respect of such Extension shall comply be consistent with paragraph the foregoing; and
(cvi) of this Sectionany applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(c) The terms consummation and effectiveness of each any Extension shall will be determined by the Borrower and the applicable extending Lenders and 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 $25,000,000, unless another lesser amount is agreed to by the Administrative Agent) of Loans be tendered. For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.16 will not apply to Extensions of Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.20, including to any payment of interest or fees in respect of any Loans that have been extended pursuant to an Extension Amendment (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 defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as is set forth in clauses (i) through (v) above)the relevant Extension Offer.
(d) In connection with any Extension, the Borrower, The Lenders hereby irrevocably authorize the Administrative Agent and each applicable extending Lender to enter into amendments (such Lenders providing Extended Loanscollectively, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending LendersExtension Amendments”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan Commitments as a new Tranche tranches of Commitments 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 new Tranche Loans created pursuant to an Extension (including without limitation to preserve effectuate the pro rata treatment payment of different rates and fees to be made to those Lenders who have agreed to extend the extended and non-extended Tranches and to provide for the reallocation maturity date of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranchetheir Loans), in each case on terms consistent with this sectionSection 2.20, 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 the Obligations.
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Extension of Maturity Date. (a) The Borrower may, by written notice to the Administrative Agent (who shall promptly notify the Lenders) (each such notice, an “Extension Request”), from time to time, request an extension that the scheduled maturity date then in effect hereunder (the “Existing Maturity Date”) with respect to all or a portion of the Maturity Date Loans be extended on the terms set forth in this Section 2.22; provided that each such Extension Request shall be offered to all Lenders holding Loans and/or Commitments of the applicable class on a pro rata basis. The Extension Request shall set forth the proposed terms of the extended Loans, which shall be consistent with the then-existing Loans except that (such extension, i) the “Extension” interest margins and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) upfront fees with respect to the extended maturity date specified in such notice. Such notice shall (i) set forth Loans may be different than the amount of Applicable Rate and any upfront fees for the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000)existing Loans, (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity to extended Term Loans may participate in such Extension on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) in any voluntary repayments or prepayments under this Agreement and on (iii) 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 of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments, extended Loans may be subject to new or revised covenants and terms that apply only after the Extension Offer as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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 OfferExisting Maturity Date.
(b) The following Borrower shall provide notice of the applicable Extension Request to the Administrative Agent at least five (5) Business Days prior to the date on which Lenders are requested to respond. No Lender shall have any obligation to agree to extend the Existing Maturity Date with respect to any of its Loans. Any Lender wishing to extend the Existing Maturity Date with respect to all or a portion of its Loans (such Lender, an “Extending Lender”), shall notify the Administrative Agent on or prior to the date specified in the Extension Request of the amount of its existing Loans which it has elected to so extend. Any Lender’s failure to respond to the applicable Extension Request shall be conditions precedent deemed to be a rejection of such Extension Request by such Lender. In the effectiveness event that the aggregate amount of Loans that are elected to be extended exceeds the amount of extended Loans requested by the Borrower in the applicable Extension Request, the Loans of Extending Lenders shall be extended on a pro rata basis based on the amount of Loans each such Extending Lender has elected to extend.
(c) Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any ExtensionLender unless: (i) no Default or Event of Default shall under Section 7.01(a), (b), (h) or (i) have occurred and be continuing immediately prior to on the date of such extension and immediately after giving effect to such Extension, thereto; and (ii) the all representations and warranties contained in Article III are correct in all material respects as of the date of such increase (except to the extent that any such representation or warranty is already subject to a materiality qualifierqualified by materiality, in which case such representation or warranty representations and warranties shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection The Borrower may, with any Extension, the Borrower, consent of the Extending Lenders and the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, but without the consent of any other Lender), effect such amendments to amend this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement effect the terms provisions of this Section 2.22. This Section 2.22 shall supersede any such Extension, including any amendments necessary provisions in Section 10.02 to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this sectioncontrary.
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Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone (1) or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders holding Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in such Extension each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans and/or Revolving Credit Commitments and conditions as each other Lender otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to procedures established bythe terms of the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:
(i) [reserved];
(ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided, that (x) subject to the provisions of Section 2.05(f) and Section 2.04(m) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments in accordance with their Revolver Percentages (and except as provided in Section 2.05(f) and Section 2.04(m), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments of any Tranche) of Extended Revolving Loans after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments and (z) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments, any commitments with respect to any Commitment Increase and any original Revolving Credit Commitments) that have more than three different maturity dates;
(iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the other terms of the Term Loans of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans”) shall, if not substantially consistent with the terms of the applicable Term Loan Tranche prior to such Extension, be reasonably acceptable to, satisfactory to the Administrative Agent and (it being understood that terms not substantially consistent with the Borrower. If applicable Term Loan Tranche prior to such Extension which are applicable only after the maturity date of such Tranche are reasonably satisfactory to the Administrative Agent);
(iv) (A) the final maturity date of any Extended Term Loans shall be no earlier than the Term Maturity Date;
(v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby;
(vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments in respect of the applicable Term Facility, in each case as specified in the respective Extension Offer;
(vii) if the aggregate principal amount of Commitments Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, subject as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer as set forth in the Extension noticeOffer, then the Commitments Term Loans or Revolving Credit Loans, as the case may be, of such Lenders of the applicable Tranche shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer;
(viii) all documentation in respect of such Extension (including the Extension Amendment) shall be consistent with the foregoing; and
(ix) no Lender shall be obligated to agree to an Extension Offer and the determination to agree to an Extension shall be within the sole and absolute discretion of such Lender. Any failure by a Lender to respond to any such Extension Offer shall not be deemed an acceptance or agreement to provide an Extension.
(b) The following shall be conditions precedent With respect to all Extensions consummated by the effectiveness of any Extension: (i) no Default or Event of Default shall have occurred and be continuing immediately prior Borrower pursuant to and immediately after giving effect to such Extensionthis Section 2.18, (iii)(i) the representations and warranties (except to the extent such representation Extensions shall not constitute voluntary or warranty is already subject to a materiality qualifier, in which case such representation mandatory payments or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation prepayments or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that commitment reductions for purposes of Sections 2.06, 2.07 or 2.08, (ii)(ii) the amortization schedules (in so far as such schedule affects payments due to Lenders participating in the relevant Facility) set forth in Section 2.08 shall be adjusted to give effect to the Extension of the relevant Facility and (iii)(iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided, that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable Tranches to be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.172.18 (including, for the representations avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and warranties contained in subsections hereby waive the requirements of any provision of this Agreement (aincluding Sections 2.06, 2.07 or 2.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A)(A) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof) and (bB)(B) with respect to any Extension of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses Revolving Credit Commitments (a) and (bor a portion thereof), respectively, the consent of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender Lender, which consent shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance not be unreasonably withheld or extension of Letters of delayed. All Extended Term Loans and Extended Revolving Credit or making of Swing Line Loans at any time during the extended period Commitments and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension all obligations in respect thereof shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments Obligations under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents that are true secured by the Collateral and correct in guaranteed on a pari passu basis with all material respects (except to other applicable Obligations under this Agreement and the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicableother Loan Documents. The Lenders hereby irrevocably authorize the 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 enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan new Tranches or sub-Tranches in respect of Revolving Credit Commitments as a new Tranche of Commitments or Term Loans so extended 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 new Tranche (including to preserve the pro rata treatment of the extended and nonTranches or sub-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche)Tranches, in each case on terms consistent with this sectionSection 2.18. In addition, if so provided in such amendment and with the consent of the L/C Issuer, participants in Letters of Credit expiring on or after the latest maturity date (but in no event later than the date that is five Business Days prior to the Revolver Maturity Date) in respect of the Revolving Credit Commitments shall be re-allocated from Lenders holding non-extended Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any mortgage entered into in accordance with Section 6.13 that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18.
Appears in 1 contract
Samples: Amendment No. 1 (Black Knight, Inc.)
Extension of Maturity Date. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each an “Extension”) of the Maturity Date (such extension, the “Extension” maturity date of any Loans and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice; provided, that, not more than two Extensions shall be permitted. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments an amount equal to more than 50% of $25,000,000 the Aggregate Revolving Commitments then in effect) and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen ten (1510) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates). 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; provided, that, no Lender shall be obligated to accept an Extension OfficerOffer, and any Lender’s failure to accept an Extension Offer within any time specified for acceptance shall be deemed to be a declination thereof. If the aggregate principal amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments, Commitments subject to the Extension Offer as set forth in the Extension notice, then the Commitments of such Lenders of the applicable Tranche 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 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.
Appears in 1 contract
Samples: Credit Agreement (Parsons Corp)
Extension of Maturity Date. (a) The Borrower may, by written notice to may request extensions of the Administrative Agent from time to time, request an extension of Revolving Credit Termination Date and the Maturity Date by making such request in writing not more than ninety (such extension, the “Extension” and such extended loans, the “Extended Loans”90) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after prior to each Facility Anniversary Date, commencing with the date of such Extension notice (second Facility Anniversary Date. Bank has no obligation to extend the Revolving Credit Termination Date or such longer or shorter periods as the Administrative Agent Maturity Date, and neither the Revolving Credit Termination Date nor the Maturity Date shall agree be extended unless Bank has agreed to do so in writing in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis absolute discretion 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 of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments, subject to the Extension Offer satisfaction of such underwriting requirements and other conditions as set forth Bank may require in the Extension noticeits sole and absolute discretion. If Borrower’s request for extension is approved, then the Commitments of Lenders extension of the applicable Tranche Revolving Credit Termination Date and the Maturity Date shall each be for a period of one (1) year. In addition to such other conditions precedent as Bank may require, any such extension shall be extended ratably up subject to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.satisfaction of the following conditions precedent:
(bi) The following shall be conditions precedent to Upon the request for any such extension and upon the effectiveness of any Extension: (i) such extension, no Event of Default or Unmatured Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, continuing.
(ii) Upon the request for any such extension and upon the effectiveness of such extension, all representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all material respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, .
(iii) Upon the L/C Issuer request for any such extension and upon the Swing Line Lender effectiveness of such extension, no Material Adverse Change shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and occurred.
(iv) Upon the terms effectiveness of such Extension extension, Borrower shall comply have paid all fees, expenses, and costs (including, without limitation, attorneys’ fees and costs) in connection with paragraph (c) of this Sectionsuch extension.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default Bank shall have occurred received, at Borrower’s sole cost and be continuing immediately prior expense, such endorsements and updates to and immediately after giving effect to such Extension. In addition, the items described in clause (g) all policies of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower title insurance in connection with the establishment Deeds of Trust.
(vi) Bank shall have received and approved, in Bank’s sole and absolute discretion, such new Tranche (including to preserve the pro rata treatment Appraisals of the extended Approved Subdivision, Lots and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this sectionUnits as Bank may require.
Appears in 1 contract
Samples: Borrowing Base Revolving Line of Credit Agreement (William Lyon Homes)
Extension of Maturity Date. 2.11.1 Not more than seventy-five (a75) The days and not less than twenty (20) days prior to each annual anniversary of the Closing Date, Borrower may, by written notice to in each case, request in writing that the Lenders extend the then current 5-Year Maturity Date for an additional one year (and the Administrative Agent from time to timeshall promptly give the Lenders notice of any such request); provided, request an extension of however, that the 5-Year Maturity Date may be extended under this Section 2.11 no more than two (such extension2) times in the aggregate. Each Lender shall provide the Administrative Agent, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less more than fifteen (15) Business Days nor more than sixty (60) days after subsequent to any such request by Xxxxxxxx, with written notice regarding whether it agrees to extend the date of such Extension notice (or such longer or shorter periods as the Administrative Agent then current 5-Year Maturity Date. Each decision by a Lender shall agree be in its sole discretiondiscretion and failure by a Lender give timely written notice hereunder shall be deemed a decision by such Lender not to extend the 5-Year Maturity Date. If all of the Lenders timely agree in writing to extend the 5-Year Maturity Date, then the 5-Year Maturity Date shall be extended for an additional one year pursuant to a duly executed written amendment to this Credit Agreement.
2.11.2 If any Lender fails to agree to extend the 5-Year Maturity Date (a “Refusing Lender”)) , then Borrower may, on or before the applicable anniversary date, request, at its own discretion and its own expense, any of the Refusing Lenders (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each and each Refusing Lender shall be offered required to transfer and assign upon such request) to transfer and assign in whole (an “Extension Offer”) an opportunity to participate but not in such Extension on a pro rata basis part), without recourse (in accordance with 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 of Commitments in respect of which 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 terms of Lenders Section 16.15) all of the applicable Tranche 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 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except to the extent that such representations and warranties specifically refer its Syndication Interest under this Credit Agreement to an earlier date, in which case they are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall assignee that would be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished eligible pursuant to clauses Section 16.15 (a) and (b), respectively, of Section 6.01, (iii) the L/C Issuer and the Swing Line which may be one or more existing Lenders if any existing Lender shall have consented to any Extension of the Commitments, to the extent that accepts such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined belowassignment); provided that (A) such assignment or assignments shall not conflict with any law, rule, regulation or order of any court or other Governmental Authority, (B) Borrower or such assignee or 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 such Refusing Lenders hereunder, as well as any transfer fee owing to the Administrative Agent under Section 16.15 and (C) such transfer and assignment must occur on or prior to the applicable anniversary date.
2.11.3 If there exists any Refusing Lender, and such Refusing Lender is not required by Borrower to transfer and assign its interests prior to the applicable anniversary date as set forth in subsection 2.11.2 above, then Borrower may, on or before the applicable anniversary date, notify the Administrative Agent in writing that it wishes to (and all Lenders who are not Refusing Lenders (each, a “Consenting Lender”) shall agree to) extend the 5-Year Maturity Date with Individual 5-Year Commitments (for such additional year) equal to the 5-Year Commitments of such Consenting Lenders for such additional year.
2.11.4 If Borrower opts to extend the 5-Year Maturity Date pursuant to subsection 2.11.3 above, then Borrower shall, on the 5-Year Maturity Date in effect immediately prior to such extension, pay to the Refusing Lenders in immediately available funds the principal of and interest accrued on the portion of the Loans hereunder held by the Refusing Lenders, as well as all other amounts due and payable to the Refusing Lenders (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by the Lender to fund its Term SOFR Rate Loans), on such date. Upon such payment, (i) the final maturity date 5-Year Commitments of any Extended Loan each such Refusing Lender shall be no earlier than the Maturity Dateterminate, (ii) there each such Refusing Lender shall cease to be no reductions of commitments under any Extension, a Lender hereunder and (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments 5-year Commitment shall be the same as the Borrower and Guarantors with respect reduced by an amount equal to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan aggregate Individual 5-Year Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Refusing Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.
Appears in 1 contract
Samples: Credit Agreement (CHS Inc)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders of a tranche of Term Loans with a like Maturity Date or Revolving Credit Commitments with a like Maturity Date, in such Extension each case on a pro rata basis and (based 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 outstanding principal amount of the respective Term Loans or Revolving Credit Commitments in respect with the same Maturity Date, as the case may be), the Borrower may from time to time extend the Maturity Date of which Lenders shall have accepted any Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer shall exceed (including by increasing or decreasing the maximum aggregate principal amount interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans or Revolving Credit Commitments, subject to as applicable, in each case as so extended, as well as the Extension Offer original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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 following shall be conditions precedent to the effectiveness of any Extensionterms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing immediately prior at the time the offering document in respect of an Extension Offer is delivered to the Lenders and immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are shall be true and correct in all material respects on and as of the date time the offering document in respect of such Extensionan Extension Offer is delivered to the Lenders, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.172.18, the representations and warranties contained in subsections clauses (a) and (b) 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, (ii) except as to interest rates, fees and final maturity, the Revolving Credit Commitment of any Revolving Credit Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings); provided that (A) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Pro Rata Share of the Revolving Credit Facility (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (2) repayments required upon the Maturity Date of the non‑extending Revolving Credit Commitments) and (B) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates (unless the Administrative Agent otherwise agrees), (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the L/C Issuer Borrower and set forth in the Swing Line relevant Extension Offer), the Term Loans of any Term Lender shall have consented (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of the Commitments, Term Loans subject to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and Offer, (iv) the terms applicable amortization schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to the original Maturity Date may not be increased, (v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the applicable Term Loans being extended (prior to such extension), (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which the applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the applicable Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer and (viii) all documentation in respect of such Extension shall comply be consistent with paragraph the foregoing. For the avoidance of doubt, no Lender shall be required to participate in any Extension, any Lender that fails to consent to an Extension Offer shall be deemed to have declined such Extension Offer and the Loans and Commitments of any non-participating Lenders shall mature (cand the Commitments terminate) on the applicable Maturity Date.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.18, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) each Extension Offer shall be in a minimum amount of $50,000,000 aggregate principal amount of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable tranches to be extended (unless (x) otherwise agreed to by the Administrative Agent in its sole discretion or (y) the Extension Offer is made to extend Term Loans or Revolving Credit Commitments to the same Maturity Date as a prior Extension Offer). The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this SectionSection 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18; provided that, for the avoidance of doubt, such consent shall not be deemed to be an acceptance of any particular Extension Offer by the Administrative Agent or any Lender.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, hereby irrevocably authorize the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 enter into amendments to this Agreement and the other Loan Documents with the Borrower (and without the consent of any other Person) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan new tranches or sub‑tranches in respect of Revolving Credit Commitments as a new Tranche of Commitments or Term Loans so extended 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration tranches or termination of the commitments under any Tranche)sub‑tranches, in each case on terms consistent with this sectionSection 2.18. Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to the manner in which the amendments contemplated by this Section 2.18(c) are drafted and implemented and, if the Administrative Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence, it being understood that this provision relates solely to the manner of implementation; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18.
Appears in 1 contract
Samples: Credit Agreement (AdvanSix Inc.)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone (1) or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders holding Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in such Extension each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans and/or Revolving Credit Commitments and conditions as each other Lender otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to procedures established bythe terms of the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:
(i) [reserved];
(ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided, that (x) subject to the provisions of Section 2.05(f) and Section 2.04(m) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments in accordance with their Revolver Percentages (and except as provided in Section 2.05(f) and Section 2.04(m), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments of any Tranche) of Extended Revolving Loans after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments and (z) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments, any commitments with respect to any Commitment Increase and any original Revolving Credit Commitments) that have more than three different maturity dates;
(iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the other terms of the Term Loans of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans”) shall, if not substantially consistent with the terms of the applicable Term Loan Tranche prior to such Extension, be reasonably acceptable to, satisfactory to the Administrative Agent and (it being understood that terms not substantially consistent with the Borrower. If applicable Term Loan Tranche prior to such Extension which are applicable only after the maturity date of such Tranche are reasonably satisfactory to the Administrative Agent);
(iv) (A) the final maturity date of any Extended Term Loans shall be no earlier than the Term Maturity Date;
(v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby;
(vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments in respect of the applicable Term Facility, in each case as specified in the respective Extension Offer;
(vii) if the aggregate principal amount of Commitments Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, subject as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer as set forth in the Extension noticeOffer, then the Commitments Term Loans or Revolving Loans, as the case may be, of such Lenders of the applicable Tranche shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer;
(viii) all documentation in respect of such Extension (including the Extension Amendment) shall be consistent with the foregoing; and
(ix) no Lender shall be obligated to agree to an Extension Offer and the determination to agree to an Extension shall be within the sole and absolute discretion of such Lender. Any failure by a Lender to respond to any such Extension Offer shall not be deemed an acceptance or agreement to provide an Extension.
(b) The following shall be conditions precedent With respect to all Extensions consummated by the effectiveness of any Extension: Borrower pursuant to this Section 2.18, (i) no Default such Extensions shall not constitute voluntary or Event mandatory payments or prepayments or commitment reductions for purposes of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such ExtensionSections 2.06, 2.07 or 2.08, (ii) the representations and warranties amortization schedules (except in so far as such schedule affects payments due to Lenders participating in the relevant Facility) set forth in Section 2.08 shall be adjusted to give effect to the extent Extension of the relevant Facility and (iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided, that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such representation Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Term Loans or warranty is already subject Revolving Credit Commitments (as applicable) of any or all applicable Tranches to a materiality qualifierbe tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in which case respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such representation terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.06, 2.07 or warranty 2.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18.
(c) No consent of any Lender or the Administrative Agent shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such required to effectuate any Extension, except other than (A) the consent of each Lender agreeing to the extent that such representations and warranties specifically refer Extension with respect to an earlier date, in which case they are true and correct in all material respects one or more of its Term Loans and/or Revolving Credit Commitments (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (aportion thereof) and (bB) with respect to any Extension of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses Revolving Credit Commitments (a) and (bor a portion thereof), respectively, the consent of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender Lender, which consent shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance not be unreasonably withheld or extension of Letters of delayed. All Extended Term Loans and Extended Revolving Credit or making of Swing Line Loans at any time during the extended period Commitments and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension all obligations in respect thereof shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments Obligations under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents that are true secured by the Collateral and correct in guaranteed on a pari passu basis with all material respects (except to other applicable Obligations under this Agreement and the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicableother Loan Documents. The Lenders hereby irrevocably authorize the 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 enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan new Tranches or sub-Tranches in respect of Revolving Credit Commitments as a new Tranche of Commitments or Term Loans so extended 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 new Tranche (including to preserve the pro rata treatment of the extended and nonTranches or sub-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche)Tranches, in each case on terms consistent with this sectionSection 2.18. In addition, if so provided in such amendment and with the consent of the L/C Issuer, participants in Letters of Credit expiring on or after the latest maturity date (but in no event later than the date that is five Business Days prior to the Revolver Maturity Date) in respect of the Revolving Credit Commitments shall be re-allocated from Lenders holding non-extended Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any mortgage entered into in accordance with Section 6.13 that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date or Revolving Commitments with a like Maturity Date, in such Extension each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Commitments with the same Maturity Date, as the case may be), the Borrower may from time to time extend the Maturity Date of any Term Loans and/or Revolving Commitments and on otherwise modify the terms of such Term Loans and/or Revolving Commitments pursuant to the terms of the relevant Extension Offer (including by increasing or decreasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans or Revolving Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were extended, and any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were extended), so long as the following terms are satisfied:
(i) except as to interest rates, fees and final maturity, the Revolving Commitment of any Revolving Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”) and the related outstandings shall be a Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and conditions as each other Lender pursuant to procedures established by, or reasonably acceptable to, related outstandings); provided that (x) all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments in accordance with their pro rata share of the Aggregate Revolving Commitments and all Borrowings under Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (B) repayments required upon the Maturity Date of the non‑extending Revolving Commitments) and (y) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different Maturity Dates (unless the Administrative Agent otherwise agrees), (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower. If Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer, (iii) the applicable amortization schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to the original Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the tranche of Term Loans from which they were extended, (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any mandatory prepayments hereunder, in each case as specified in the respective Extension Offer, (vi) if the aggregate principal amount of Commitments applicable Term Loans (calculated on the face amount thereof) or Revolving Commitments, as the case may be, in respect of which the applicable Term Lenders or Revolving Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Term Loans or Revolving Commitments, subject as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer as set forth in the Extension noticeOffer, then the Commitments applicable Term Loans or Revolving Loans, as the case may be, of such Term Lenders of or Revolving Lenders, as the applicable Tranche case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Lenders, as the case may be, have accepted such Extension OfferOffer and (vii) all documentation in respect of such Extension shall be consistent with the foregoing. For the avoidance of doubt, no Lender shall be required to participate in any Extension, any Lender that fails to consent to an Extension Offer shall be deemed to have declined such Extension Offer and the Loans and Commitments of any non-participating Lenders shall mature (and the Commitments terminate) on the applicable Maturity Date, subject to Section 11.13.
(b) The following shall be conditions precedent With respect to all Extensions consummated by the effectiveness of any Extension: Borrower pursuant to this Section 2.18, (i) no Default such Extensions shall not constitute voluntary or Event mandatory payments or prepayments for purposes of Default shall have occurred Section 2.05 and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) each Extension Offer shall be in a minimum amount of $25,000,000 aggregate principal amount of Term Loans or Revolving Commitments (as applicable) of any or all applicable tranches to be extended (unless (x) otherwise agreed to by the representations and warranties Administrative Agent in its sole discretion or (except y) the Extension Offer is made to extend Term Loans or Revolving Commitments to the extent such representation or warranty is already subject same Maturity Date as a prior Extension Offer). The Administrative Agent and the Lenders hereby consent to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V the Extensions and the other Loan Documents are true transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and correct in all material respects on and as hereby waive the requirements of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes any provision of this Agreement (including Sections 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.172.18; provided that, for the representations and warranties contained in subsections (a) and (b) avoidance of Section 5.05 doubt, such consent shall not be deemed to refer to be an acceptance of any particular Extension Offer by the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender shall have consented to Administrative Agent or any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this SectionLender.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, hereby irrevocably authorize the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 enter into amendments to this Agreement and the other Loan Documents with the Borrower (and without the consent of any other Person) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan new tranches or sub‑tranches in respect of Revolving Commitments as a new Tranche of Commitments or Term Loans so extended 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration tranches or termination of the commitments under any Tranche)sub‑tranches, in each case on terms consistent with this sectionSection 2.18. This Section shall supersede any provisions in Section 2.13 and Section 11.01 to the contrary.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18.
Appears in 1 contract
Extension of Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for one (1) term (such option, the “Extension Option”, and such term, the “Extension Term”) of one (1) year (the Maturity Date following the exercise of the Extension Option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions, following which the term of the Loan shall automatically be extended for one (1) year:
(a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which 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 Lenders of the applicable Tranche 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 following shall be conditions precedent to the effectiveness of any Extension: (i) no Default or Event of Default shall have occurred and be which is continuing immediately at the time the Extension Option is exercised or on the Initial Maturity Date;
(b) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than ninety (90) days prior to the Initial Maturity Date;
(c) Borrower shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 3.7 and immediately after giving effect on the commencement date of the Extension Term, an officer’s certificate in form acceptable to such Extension, (ii) Lender certifying that each of the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) of Borrower contained in Article V and the other Loan Documents are true is true, complete and correct in all material respects on and as of the date giving of such Extension, except the officer’s certificate to the extent that such representations and warranties specifically refer to an earlier date, in are not matters which case they are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall by their nature can no longer be true and correct in all respectsas a result of the passage of time;
(d) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and simultaneously with delivering its notice pursuant to subsection (b) of this Section 5.05 3.7, Borrower shall be deemed pay to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) an extension fee equal to one percent (1%) of the final maturity date then outstanding principal balance of any Extended Loan shall be no earlier than the Maturity DateA Note immediately prior to the payment described in the succeeding clause (ii), and (ii) there shall be no reductions of commitments under any Extension, an amount equal to ten percent (iii10%) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be then outstanding principal balance of the same as A Note (the Borrower and Guarantors with respect to the existing Loans, “Extension Payment”). The Extension Payment (iv) the interest rate margin, rate floors, fees and premium applicable to or any Extended Loan Commitments (and the Extended Loans thereunderportions thereof) shall be determined by applied in such proportions as Lender shall determine in its sole discretion, to either (1) reduce the Borrower and the applicable extending Lenders, (v) borrowing and prepayment outstanding principal balance of the Extended LoansA Note, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, shall and/or (2) to 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except held as set forth in clauses (i) through (v) above).TI & LC Funds; and
(de) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default Borrower shall have occurred paid or reimbursed Lender for all third party out-of-pocket costs and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) expenses of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 appropriateincluding reasonable attorneys’ fees, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including foregoing. All references in the Loan Documents to preserve the pro rata treatment of “Maturity Date” shall mean the extended and non-extended Tranches and to provide for “Extended Maturity Date” in the reallocation of Revolving Credit Exposure upon event the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this sectionExtension Option is exercised.
Appears in 1 contract
Samples: Omnibus Amendment to Loan Documents (AmREIT Monthly Income & Growth Fund III LTD)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders of a tranche of Term Loans with a like Maturity Date or Revolving Credit Commitments with a like Maturity Date, in such Extension each case on a pro rata basis and (based 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 outstanding principal amount of the respective Term Loans or Revolving Credit Commitments in respect with the same Maturity Date, as the case may be), the Borrower may from time to time extend the Maturity Date of which Lenders shall have accepted any Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer shall exceed (including by increasing or decreasing the maximum aggregate principal amount interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans or Revolving Credit Commitments, subject to as applicable, in each case as so extended, as well as the Extension Offer original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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 following shall be conditions precedent to the effectiveness of any Extensionterms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing immediately prior at the time the offering document in respect of an Extension Offer is delivered to the Lenders and immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are shall be true and correct in all material respects on and as of the date time the offering document in respect of such Extensionan Extension Offer is delivered to the Lenders, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.172.18, the representations and warranties contained in subsections clauses (a) and (b) 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, (iiiii) except as to interest rates, fees and final maturity, the L/C Issuer Revolving Credit Commitment of any Revolving Credit Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the Swing Line Lender shall have consented to any Extension of the Commitmentsrelated outstandings, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by a Revolving Credit Commitment (or related outstandings, as the Borrower case may be) with the same terms as the original Revolving Credit Commitments (and the applicable extending Lenders and set forth in an Extension Amendment (as defined belowrelated outstandings); provided that (ix) subject to the final maturity date provisions of any Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Loan shall be no earlier than the Revolving Credit Commitments with a longer Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing all Swing Line Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, shall be participated in on a pro rata basis by all Lenders with the other Loans or Commitments (other than upon the maturity of the non-extended Loans and Commitments) and (vi) the terms of the Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), Commitments in each case on terms consistent with this section.accordance
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower mayEach Revolving Credit Lender’s Revolving Credit Commitment may be extended, by written notice to if at the Administrative Agent from time to time, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be conditions specified in minimum increments of $25,000,000 Section 4.02 are met and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which 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 Lenders of the applicable Tranche 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 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V Sections 5.05(b) and the other Loan Documents 5.06 are true and correct in all material respects respects, in the manner set forth in this Section 2.17, on not more than two occasions, for a period of one year after the date on which the Revolving Credit Commitment of such Revolving Credit Lender would have been terminated. If the Company wishes to request an extension of each Revolving Credit Lender’s Revolving Credit Commitment, it shall give notice to that effect to the Administrative Agent not less than 30 days and as not more than 90 days prior to the date that the Company desires that such extension take effect (the “Extension Date”, which Extension Date shall not be earlier than the date that is four years prior to the then applicable Maturity Date of the date Revolving Credit Commitments, such that, for the avoidance of doubt, the remaining term of the Revolving Credit Commitments after giving effect to such extension shall in no event exceed five years at any time), whereupon the Administrative Agent shall promptly notify each of the Revolving Credit Lenders of such Extensionrequest. Each Revolving Credit Lender wishing to extend shall respond affirmatively to such request within 15 days of such request (or such longer period as the Company and the Administrative Agent may reasonably agree) to the Administrative Agent. If any Revolving Credit Lender shall not have responded affirmatively within such 15-day period (or such longer period, if applicable), such Revolving Credit Lender shall be deemed to have rejected the Company’s proposal to extend its Revolving Credit Commitment, and only the Revolving Credit Commitments of those Revolving Credit Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an extension agreement in form reasonably satisfactory to the Administrative Agent and the Company (an “Extension Agreement”), duly completed and signed by the Company, the Administrative Agent and all of the Revolving Credit Lenders which have responded affirmatively. The Administrative Agent shall provide to the Company, no later than 10 days prior to the Extension Date for any such request, a list of the Revolving Credit Lenders which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Extension Date, and no extension of the Revolving Credit Commitments pursuant to this Section 2.17 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Revolving Credit Lenders having at least 51% of the aggregate amount of the Revolving Credit Commitments.
(b) If any Revolving Credit Lender rejects, or is deemed to have rejected, the Company’s proposal to extend its Revolving Credit Commitment (i) such Revolving Credit Lender’s Revolving Credit Commitments shall terminate on the Revolver Maturity Date applicable to such Revolving Credit Lender, (ii) the Company shall pay to such Revolving Credit Lender on the applicable Revolver Maturity Date any amounts due and payable to such Revolving Credit Lender on such date and (iii) the Company may, if it so elects, designate an Eligible Assignee to become a Revolving Credit Lender, or agree with an existing Revolving Credit Lender that such Revolving Credit Lender’s Revolving Credit Commitment shall be increased, provided that the aggregate amount of the Revolving Credit Commitments following any designation or agreement may not exceed the aggregate amount of the Revolving Credit Commitments as in effect immediately prior to the relevant request (except to the extent that the Revolving Credit Commitments are being increased pursuant to Section 2.15). Upon execution and delivery by the Company and such representations replacement Revolving Credit Lender or other Eligible Assignee of an instrument of assumption in form and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except amount reasonably satisfactory to the extent Administrative Agent and execution and delivery of the Extension Agreement pursuant to Section 2.17(a), such representation existing Lender shall have a Revolving Credit Commitment as therein set forth or warranty is already subject such other Eligible Assignee shall become a Lender with a Revolving Credit Commitment as therein set forth and all the rights and obligations of a Lender with such a Revolving Credit Commitment hereunder.
(c) The Administrative Agent shall promptly notify the Revolving Credit Lenders and the Company of the effectiveness of each extension of the Revolving Credit Commitments pursuant to a materiality qualifierthis Section 2.17.
(d) If, in which case such representation or warranty shall be true and correct in all respects) as by reason of such earlier date, and except that for purposes the operation of this Section 2.17, the representations and warranties contained in subsections Revolver Maturity Date of any Revolving Credit Lender (aa “Terminating Lender”) and (b) of Section 5.05 shall be deemed to refer occurs prior to the most recent statements furnished pursuant to clauses (a) and (b)Revolver Maturity Date of any other Revolving Credit Lender, respectively, of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that then (i) the final maturity date of any Extended Loan shall be no upon such earlier than the Revolver Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors participations of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation Terminating Lender in all then outstanding Letters of Credit and Swing Line Loans, Loans shall be on a pro rata basis with reallocated among the other Loans or Commitments (other than upon Revolving Credit Lenders and/or cash collateralized in the maturity of the non-extended Loans and Commitmentssame manner as contemplated by Section 2.16(b) and (viii) subject to implementation of clause (i), the terms participation of the Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Terminating Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this sectionthen outstanding Letter of Credit or Swing Line Loan shall terminate.
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Information Services, Inc.)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent contrary in the Loan Documents, the Borrower may from time to time, request an extension pursuant to the provisions of this Section 2.22, without the consent of the Administrative Agent or the Required Lenders, agree with one or more Lenders to extend the Term Loan Maturity Date, Revolving Maturity Date, any Incremental Maturity Date or any Refinancing Maturity Date, as applicable, then applicable to such Lender’s Commitments and/or Loans, and otherwise modify the economic terms of any such Commitments and/or Loans or any portion thereof (including, without limitation, but subject to Section 2.22(b) below, by modifying the interest rate, premiums or fees payable and/or the amortization schedule in respect of such Commitments and/or Loans or any portion thereof (each such extension, the an “Extension” ”; any Commitments so modified “Extension Commitments”; and such extended loansany Loans so modified, the “Extended Extension Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and pursuant to one or more written offers (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (each an “Extension Offer”) made from time to time by the Borrower to all Lenders whose Commitments and/or Loans have the same Revolving Maturity Date, Term Loan Maturity Date, Incremental Maturity Date or Refinancing Maturity Date, as applicable, that is proposed to be extended under this Section 2.22, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Commitments and Loans of each such Lender holding such Commitments and Loans) and on the same terms to each Lender under the applicable Facility, which Extension 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 Administrative Agent (for distribution to the applicable Lenders), no later than thirty (30) days (or such shorter period as Administrative Agent may agree) prior to the maturity of the applicable Loans and/or Commitments to be extended of the requested new maturity date for the proposed Extension Commitments and/or Extension Loans (each an opportunity “Extended Maturity Date”) and no later than five (5) Business Days prior to the due date for Lender responses. The Borrower and the Administrative Agent shall agree to such procedures, if any, as may be reasonably acceptable to the Administrative Agent and the Borrower to accomplish the purposes of this Section 2.22. In connection with any such Extension, each applicable Lender wishing to participate in such Extension shall, prior to the applicable due date therefor, provide the Administrative Agent with a written notice of its desire to so participate. 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 or would immediately result therefrom after giving effect to 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 Final Maturity Date of the applicable non-Extension Commitments and/or non-Extension Loans, the Extension Commitments and/or 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 Commitments and/or Loans prior to the related Extension Offer; provided, that (x) Extension Loans in respect of an Extension Term Facility may participate in any mandatory prepayment under Section 2.09(b) hereof on a pro rata basis (or on a basis less than pro rata), but not on a basis that is more favorable than pro rata and (y) no voluntary prepayments may be made with respect to such Extension Loans prior to the Final Maturity Date of the applicable non-Extension Commitments and/or non-Extension Loans unless the non-Extension Loans are repaid (and the corresponding non-Extension Commitments permanently reduced) concurrently on at least a pro rata basis;
(iii) the same terms and conditions as each other Lender pursuant to procedures established byfinal maturity date of the Extension Commitments and/or Extension Loans shall be later than the Final Maturity Date of the Commitments and/or Loans that are not being so extended, or reasonably acceptable toand, in the case of any Extension Loans in respect of an Extension Term Facility, the Administrative Agent and Weighted Average Life to Maturity of such Extension Loans shall be no shorter than the Borrower. If Weighted Average Life to Maturity of the applicable Term Loans subject to an Extension Offer that are not so extended;
(iv) if the aggregate principal amount of Commitments and/or Loans in respect of which Lenders shall have accepted the relevant an Extension Offer shall exceed exceeds the maximum aggregate principal amount of Commitments, subject Commitments and/or Loans offered to be extended by the Borrower pursuant to the relevant Extension Offer as set forth in the Extension noticeOffer, then the such Commitments of Lenders of the applicable Tranche and/or Loans shall be extended ratably up to such maximum amount based on the respective relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer.;
(bv) 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, all documentation in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms respect of such Extension shall comply be consistent with paragraph the foregoing; and
(cvi) of this Sectionany applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(c) The terms consummation and effectiveness of each any Extension shall will be determined by the Borrower and the applicable extending Lenders and 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 $25,000,000, unless another lesser amount is agreed to by the Administrative Agent) of Commitments and/or Loans be tendered. For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.16 will not apply to Extensions of Commitments and/or Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.22, including to any payment of interest or fees in respect of any Commitments and/or Loans that have been extended pursuant to an Extension Amendment (at a rate or rates different from those paid or payable in respect of Commitments and/or Loans not extended pursuant to such Extension Offer, in each case as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as is set forth in clauses (i) through (v) above)the relevant Extension Offer.
(d) In connection with any Extension, the Borrower, The Lenders hereby irrevocably authorize the Administrative Agent and each applicable extending Lender to enter into amendments (such Lenders providing Extended Loanscollectively, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending LendersExtension Amendments”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan Commitments as a new Tranche tranches of Commitments 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 new Tranche and/or Loans created pursuant to an Extension (including without limitation to preserve effectuate the pro rata treatment payment of different rates and fees to be made to those Lenders who have agreed to extend the extended and non-extended Tranches and to provide for the reallocation maturity date of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranchetheir Commitments and/or Loans), in each case on terms consistent with this sectionSection 2.22, 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 Commitments or 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 the Obligations.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Parent Borrower to all Lenders with Commitments with a like Maturity Date, in such Extension each case on a pro rata basis and (based on the Commitments with the same Maturity Date), the Parent Borrower may from time to time extend the Maturity Date of any Commitments and otherwise modify the terms and conditions as each other Lender of such Commitments pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount terms of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed (including by increasing or decreasing the maximum aggregate principal amount interest rate or fees payable in respect of such Commitments (and related outstandings)) (each, an “Extension”, and each group of Commitments, subject to as so extended, as well as the Extension Offer original Commitments (not so extended), being a “tranche”; any Extended Revolving Credit Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted), so long as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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 following shall be conditions precedent to the effectiveness of any Extensionterms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing immediately prior or caused thereby at the time the offering document in respect of an Extension Offer is delivered to the Lenders and immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are shall be true and correct in all material respects on and as of the date time the offering document in respect of such Extensionan Extension Offer is delivered to the Lenders, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.172.18, the representations and warranties contained in subsections (aSection 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSection 6.01(a) and (b), respectively, of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments; provided that, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V are qualified with “materiality” or “Material Adverse Effect” or similar terms, such representations and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty warranties shall be true and correct in all respects, (ii) on except as to interest rates, fees and final maturity, the Commitment of any Lender (an “Extending Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) with the same terms as the original Commitments (and related outstandings); provided that (x) subject, in the case of Letters of Credit, to the date provisions of such Extension, except Section 2.03(p) to the extent dealing with Swing Loans and Letters of Credit that such representations mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Letters of Credit, Swing Loans and warranties specifically refer Extraordinary Advances shall be participated in on a pro rata basis by all Lenders with Commitments in accordance with their Pro Rata Share of the Revolving Credit Facility (and except as provided in Section 2.03(p), without giving effect to changes thereto on an earlier dateMaturity Date with respect to Letters of Credit, in which case they are true Swing Loans or Extraordinary Advances theretofore incurred or issued) and correct in all material respects borrowings under Commitments and repayments thereunder shall be made on a pro rata basis (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true for (A) payments of interest and correct in all respects) as of such earlier date, fees at different rates on Extended Revolving Credit Commitments (and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (arelated outstandings) and (bB) repayments required upon the Maturity Date of Section 5.05 the non-extending Commitments) and (y) at no time shall there be Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) that have more than three different Maturity Dates (unless the Administrative Agent otherwise agrees), (iii) if the aggregate principal amount of Commitments, in respect of which the Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Revolving Credit Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer and (iv) all documentation in respect of such Extension shall be consistent with the foregoing. For the avoidance of doubt, no Lender shall be required to participate in any Extension, any Lender that fails to consent to an Extension Offer shall be deemed to refer have declined such Extension Offer and the Revolving Credit Loans and Commitments of any non-participating Lenders shall mature (and the Commitments terminate) on the applicable Maturity Date.
(b) With respect to all Extensions consummated by the Parent Borrower pursuant to this Section 2.18, (i) such Extensions shall not constitute voluntary payments or prepayments for purposes of Section 2.05 and (ii) each Extension Offer shall be in a minimum amount of $50,000,000 aggregate principal amount of Commitments of any or all applicable tranches to be extended (unless (x) otherwise agreed to by the Administrative Agent in its sole discretion or (y) the Extension Offer is made to extend Commitments to the most recent statements furnished pursuant to clauses (a) and (bsame Maturity Date as a prior Extension Offer), respectively, of Section 6.01, and (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The Administrative Agent shall promptly notify each Lender as and the Lenders hereby consent to the effectiveness Extensions and the other transactions contemplated by this Section 2.18 (including, for the avoidance of each Extension. Any Extension Amendment maydoubt, without the consent payment of any interest, fees or premium in respect of any Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18; provided that, for the avoidance of doubt, such consent shall not be deemed to be an acceptance of any particular Extension Offer by the Administrative Agent or any Lender, effect such .
(c) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers (and without the consent of any other Person) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan Commitments as a new Tranche tranches or sub-tranches in respect of Commitments so extended and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new Tranche (including to preserve the pro rata treatment of the extended and nontranches or sub-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche)tranches, in each case on terms consistent with this sectionSection 2.18. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to the manner in which the amendments contemplated by this Section 2.18(c) are drafted and implemented and, if the Administrative Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence, it being understood that this provision relates solely to the manner of implementation; provided, however, that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrowers by the Administrative Agent hereunder shall be binding and conclusive on the Lenders.
(d) In connection with any Extension, the Parent Borrower shall provide the Administrative Agent at least 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18.
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Vista Outdoor Inc.)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone (1) or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders holding Term A Loans or Term B Loans, as applicable, with a like maturity date or Revolving Credit Commitments with a like maturity date, in such Extension each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans and/or Revolving Credit Commitments and conditions as each other Lender otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount terms of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall exceed constitute a separate Tranche of Term Loans from the maximum aggregate principal amount Tranche of CommitmentsTerm Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), subject to so long as the Extension Offer as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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.following terms are satisfied:
(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 at the time the Extension Offer is made to and immediately after giving effect to such Extension, the Lenders;
(ii) the representations except as to interest rates, fees and warranties final maturity (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension Amendment (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as defined belowthe case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided that (ix) subject to the provisions of Section 2.05(f) and Section 2.04(m) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments in accordance with their Revolver Percentages (and except as provided in Section 2.05(f) and Section 2.04(m), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non- extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments of any Tranche) of Extended Revolving Loans after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments and (z) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments, any commitments with respect to any Commitment Increase and any original Revolving Credit Commitments) that have more than three different maturity dates;
(iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the other terms of the Term Loans of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans”) shall, if not substantially consistent with the terms of the applicable Term Loan Tranche prior to such Extension, be reasonably satisfactory to the Administrative Agent (it being understood that terms not substantially consistent with the applicable Term Loan Tranche prior to such Extension which are applicable only after the maturity date of such Tranche are reasonably satisfactory to the Administrative Agent);
(iv) (A) the final maturity date of any Extended Loan Term Loans in respect of Term A Loans (“Extended Term A Loans”) shall be no earlier than the Term A Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, Date and (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without the consent final maturity date of any other Lender, effect such amendments to this Agreement and Extended Term Loans in respect of Term B Loans (“Extended Term B Loans”) shall be no earlier than the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.Term B Maturity Date;
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Fidelity National Financial, Inc.)
Extension of Maturity Date. Borrower shall have the option (the "Option") to extend the original maturity date of the Notes from July 28, 1999, to July 28, 2000, such Option being exercisable only as provided below, and subject to satisfaction of the following conditions:
(a) The Borrower may, by Agent shall have received written notice to the Administrative Agent from time to time, request an extension of the Maturity Date exercise thereof at least thirty (such extension, the “Extension” and such extended loans, the “Extended Loans”30) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor but no more than sixty (60) days after before the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which 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 Lenders of the applicable Tranche 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.Advance Termination Date;
(b) The following There shall be conditions precedent to the effectiveness of any Extension: (i) exist no Default or Event of Default Potential Default;
(c) No event, circumstance or condition shall exist or shall have occurred which constitutes a Material Adverse Effect;
(d) Borrower shall have executed and be continuing immediately prior delivered to Agent a modification and immediately after giving effect to extension agreement, and) such Extensionother agreements, (ii) the representations and warranties (except documents or amendments to the extent such representation or warranty is already subject Loan Documents as are reasonably requested by Agent to a materiality qualifierproperly document the extension, all in form and content satisfactory to Agent;
(e) Borrower shall pay to Agent, for the benefit of Lenders, an additional nonrefundable commitment fee in the amount of $375,000.00 (the "Additional Commitment Fee"; together with the Initial Commitment Fee, the "Commitment Fee"), being .25% of $150,000,000.00, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and consideration of the other commitment of Lenders to make the proceeds of the Loan Documents are true and correct in all material respects available to Borrower on and as a non-revolving basis after the Advance Termination Date. As of the date of such ExtensionBorrower's delivery of written notice regarding the Option, except the Additional Commitment Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for commitment to make by the Loan available to Borrower on a non-revolving basis after the Advance Termination Date; and
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the extent Loan shall continue to apply, provided, however, that such representations the principal shall be due and warranties specifically refer to an earlier datepayable in monthly installments, in which case they are true and correct in all material respects (except each equal to the extent principal portion only of the level payment of principal and interest which would be required if an amount equal to the sum of the outstanding aggregate principal balance of the Notes as of July 28, 1999 were amortized over fifteen (15) years at a per annum interest rate equal to the greater of (i) nine percent (9%), or (ii) two and one-half percent (2.5%) plus the rate of interest per annum on U.S. Treasury Notes having a maturity of seven (7) years in the "this week" column under the heading "Treasury Constant Maturities" of the FEDERAL RESERVE statistical release Form H.15 which has been most recently published, all calculated as of the first (1st) day of the calendar month following the Advance Termination Date. The first of such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty principal installments shall be true due and correct payable beginning on the tenth (10th) day of the calendar month following the Advance Termination Date and a like principal installment shall be due and payable on the 10th day of each succeeding calendar month thereafter. All references in all respects) as this Agreement to the exercise of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 Option shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, satisfaction of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and all conditions set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the Maturity Date (such extension, the “Extension” of any class of Loans and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche class of Loans and Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 100,000,000 and a minimum amount of $300,000,000500,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen ten (1510) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche class of Commitments to which such Extension relates. Each Lender of the applicable class 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 of such class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. Each Lender shall make a determination (in its sole and absolute discretion) as to whether or not it will agree to extend the Maturity Date as requested; provided, however, that failure by any Lender to make a timely response to the Borrower’s request for an Extension shall be deemed to constitute a refusal by such Lender to extend the Maturity Date. If the aggregate principal amount of Loans and Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments, Commitments subject to the Extension Offer as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche class 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 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained set forth in Article V and the in each other Loan Documents are 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 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer Issuers and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension Extended Commitments shall comply with paragraph (c) of this SectionSection 2.18.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below)Amendment; provided that (i) the final maturity date of any Extended Loan Commitment shall be no earlier than the Maturity Date, respectively, (ii) there shall be no scheduled amortization of the loans or reductions of commitments under any ExtensionExtended Commitments, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Committed Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees fees, original issue discount and premium applicable to any Extended Loan Commitments Commitment (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, shall be on a pro rata basis with the other Loans or and Commitments (other than upon the maturity of the non-extended Loans and Commitments) and (vi) the terms of the Extended Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) Amendment and a certificate of each Loan Party dated such other documentation as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or Administrative Agent shall reasonably specify to evidence the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments or Extended Loans as a new Tranche class or tranche of Commitments or Loans, as applicable, 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 new Tranche class or tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches classes or tranches and to provide for the reallocation of Revolving Credit Exposure revolving credit exposure upon the expiration or termination of the commitments under any Trancheclass or tranche), in each case on terms consistent with this sectionSection 2.18.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone (1) or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders holding Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in such Extension each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans, Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans, and/or all of such Lender’s Revolving Credit Commitments and conditions as each other Lender otherwise modify the terms of such Term Loans, and/or Revolving Credit Commitments pursuant to procedures established bythe terms of the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:
(i) no Event of Default shall have occurred and be continuing at the time the Extension Offer is made to the Lenders;
(ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Credit Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided that, (x) subject to the provisions of Section 2.04(m) and Section 2.05(h) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when a Class of Revolving Credit Commitments is extended such that there exists an Extended Revolving Credit Commitments with a longer maturity date with respect to such original Class, all Swing Line Loans and Letters of Credit of the original Class shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments with respect to such Class in accordance with their Pro Rata Share (and except as provided in Section 2.04(m) and Section 2.05(h), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments of any Class of Revolving Credit Commitments) of Extended Revolving Credit Loans after the applicable Extension date shall be made on a pro rata basis with the original Class of Revolving Credit Commitments as to which such Extended Revolving Credit Commitments relate and (z) at no time shall there be Revolving Credit Commitments hereunder that have more than three different maturity dates;
(iii) subject to immediately succeeding clauses (iv), (v) and (vi), the other terms of the Term Loans (including with respect to pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption terms and provisions) of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans” shall be as agreed between the Borrower and such Lenders (and for the avoidance of doubt, no consent of the Administrative Agent shall be required except to the extent affecting the rights or duties of, or reasonably acceptable any fees or other amounts payable to, the Administrative Agent); provided that, to the extent any more restrictive covenant is added for the benefit of any Class of Extended Term Loans such covenant (except to the extent only applicable after the latest maturity date of the Facilities) may also be added for the benefit of all of the Facilities (or, in the case of a financial maintenance covenant, solely for the benefit of the Initial Revolving Credit Facility or other Facility that benefits from a financial maintenance covenant at such time); it being understood and agreed that in each such case, no consent of the Administrative Agent and and/or any Lender shall be required in connection with any amendment adding such covenant;
(iv) the Borrower. If Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby;
(v) any Extended Term Loans may participate on a pro rata basis, greater than pro rata basis or a less than pro rata basis (but not a greater than pro rata basis with respect to any earlier maturing Class of Term Loans without at least a pro rata repayment of any such related earlier maturing Classes) in any mandatory repayments or mandatory prepayments (but on a pro rata basis, greater than pro rata basis or a less than pro rata basis in any voluntary prepayments) in respect of the applicable Term Facility, in each case as specified in the respective Extension Offer;
(vi) if the aggregate principal amount of Commitments the Class of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of CommitmentsTerm Loans or Revolving Credit Commitments of such Class, subject as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer as set forth in the Extension noticeOffer, then the Term Loans or Revolving Credit Commitments of such Class, as the case may be, of such Term Lenders of or Revolving Credit Lenders, as the applicable Tranche case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer,
(vii) all documentation in respect of such Extension (including the Extension Amendment) shall be consistent with the foregoing; and
(viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and no Lender shall be obligated to extend its Term Loans or Revolving Credit Commitments unless it so agrees.
(b) The following shall be conditions precedent With respect to all Extensions consummated by the effectiveness of any Extension: Borrower pursuant to this Section 2.18, (i) no Default such Extensions shall not constitute voluntary or Event mandatory payments or prepayments or commitment reductions for purposes of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such ExtensionSections 2.06, 2.07 or 2.08, (ii) the representations and warranties amortization schedules (except in so far as such schedule affects payments due to Lenders participating in the relevant Facility) set forth in Section 2.08 shall be adjusted to give effect to the extent Extension of the relevant Facility and (iii) except as set forth in clause (a)(vii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such representation Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Term Loans or warranty is already subject Revolving Credit Commitments (as applicable) of any or all applicable Class to a materiality qualifierbe tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in which case respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such representation terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.06, 2.07 or warranty 2.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18.
(c) No consent of any Lender or the Administrative Agent shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such required to effectuate any Extension, except other than (A) the consent of each Lender agreeing to the extent that such representations and warranties specifically refer Extension with respect to an earlier date, in which case they are true and correct in all material respects one or more of its Term Loans and/or Revolving Credit Commitments (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (aportion thereof) and (bB) with respect to any Extension of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses Revolving Credit Commitments (a) and (bor a portion thereof), respectively, the consent of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender shall have consented applicable to any Extension of the Commitments, to the extent that such Extension provides for the issuance Revolving Credit Commitment (if such L/C Issuer or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms Lender is being requested to issue letters of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors credit or make swing line loans with respect to the existing LoansClass of Extended Revolving Credit Commitments), (iv) the interest rate margin, rate floors, fees which consent shall not be unreasonably withheld or delayed. All Extended Term Loans and premium applicable to any Extended Loan Revolving Credit Commitments (and the Extended Loans thereunder) all obligations in respect thereof shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made Obligations under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents are true and correct in all material respects (except Documents; provided that if such Indebtedness is secured by a Lien on the Collateral that is junior to the extent such representation or warranty is already Lien securing the Secured Obligations, it shall be subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicableAcceptable Intercreditor Agreement. The Lenders hereby irrevocably authorize and direct the 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 acknowledge amendments to this Agreement and the other Loan Documents Documents, which is entered into among the Borrower and the Lenders providing such Extension, as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan new Classes or sub-Classes in respect of Revolving Credit Commitments as a new Tranche of Commitments or Term Loans so extended 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 new Tranche (including to preserve the pro rata treatment of the extended and nonClasses or sub-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche)Classes, in each case on terms consistent with this sectionSection 2.18, which amendment shall be effective to amend this Agreement notwithstanding the provisions of Section 11.
Appears in 1 contract
Extension of Maturity Date. (at) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Parent Borrower to all Lenders with Commitments with a like Maturity Date, in such Extension each case on a pro rata basis and (based on the Commitments with the same Maturity Date), the Parent Borrower may from time to time extend the Maturity Date of any Commitments and otherwise modify the terms and conditions as each other Lender of such Commitments pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount terms of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed (including by increasing or decreasing the maximum aggregate principal amount interest rate or fees payable in respect of such Commitments (and related outstandings)) (each, an “Extension”, and each group of Commitments, subject to as so extended, as well as the Extension Offer original Commitments (not so extended), being a “tranche”; any Extended Revolving Credit Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted), so long as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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 following shall be conditions precedent to the effectiveness of any Extensionterms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing immediately prior or caused thereby at the time the offering document in respect of an Extension Offer is delivered to the Lenders and immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are shall be true and correct in all material respects on and as of the date time the offering document in respect of such Extensionan Extension Offer is delivered to the Lenders, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.172.18, the representations and warranties contained in subsections (aSection 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSection 6.01(a) and (b), respectively, of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments; provided that, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V are qualified with “materiality” or “Material Adverse Effect” or similar terms, such representations and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty warranties shall be true and correct in all respects, (ii) on except as to interest rates, fees and final maturity, the Commitment of any Lender (an “Extending Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) with the same terms as the original Commitments (and related outstandings); provided that (x) subject, in the case of Letters of Credit, to the date provisions of such Extension, except Section 2.03(p) to the extent dealing with Swing Loans and Letters of Credit that such representations mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Letters of Credit, Swing Loans and warranties specifically refer Extraordinary Advances shall be participated in on a pro rata basis by all Lenders with Commitments in accordance with their Pro Rata Share of the Revolving Credit Facility (and except as provided in Section 2.03(p), without giving effect to changes thereto on an earlier dateMaturity Date with respect to Letters of Credit, in which case they are true Swing Loans or Extraordinary Advances theretofore incurred or issued) and correct in all material respects borrowings under Commitments and repayments thereunder shall be made on a pro rata basis (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true for (A) payments of interest and correct in all respects) as of such earlier date, fees at different rates on Extended Revolving Credit Commitments (and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (arelated outstandings) and (bB) repayments required upon the Maturity Date of Section 5.05 the non-extending Commitments) and (y) at no time shall there be Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) that have more than three different Maturity Dates (unless the Administrative Agent otherwise agrees), (iii) if the aggregate principal amount of Commitments, in respect of which the Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Revolving Credit Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer and (iv) all documentation in respect of such Extension shall be consistent with the foregoing. For the avoidance of doubt, no Lender shall be required to participate in any Extension, any Lender that fails to consent to an Extension Offer shall be deemed to refer have declined such Extension Offer and the Revolving Credit Loans and Commitments of any non-participating Lenders shall mature (and the Commitments terminate) on the applicable Maturity Date.
(u) With respect to all Extensions consummated by the Parent Borrower pursuant to this Section 2.18, (i) such Extensions shall not constitute voluntary payments or prepayments for purposes of Section 2.05 and (ii) each Extension Offer shall be in a minimum amount of $50,000,000 aggregate principal amount of Commitments of any or all applicable tranches to be extended (unless (x) otherwise agreed to by the Administrative Agent in its sole discretion or (y) the Extension Offer is made to extend Commitments to the most recent statements furnished pursuant to clauses (a) and (bsame Maturity Date as a prior Extension Offer), respectively, of Section 6.01, and (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The Administrative Agent shall promptly notify each Lender as and the Lenders hereby consent to the effectiveness Extensions and the other transactions contemplated by this Section 2.18 (including, for the avoidance of each Extension. Any Extension Amendment maydoubt, without the consent payment of any interest, fees or premium in respect of any Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18; provided that, for the avoidance of doubt, such consent shall not be deemed to be an acceptance of any particular Extension Offer by the Administrative Agent or any Lender, effect such .
(v) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers (and without the consent of any other Person) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan Commitments as a new Tranche tranches or sub-tranches in respect of Commitments so extended and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new Tranche (including to preserve the pro rata treatment of the extended and nontranches or sub-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche)tranches, in each case on terms consistent with this sectionSection 2.18. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to the manner in which the amendments contemplated by this Section 2.18(c) are drafted and implemented and, if the Administrative Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence, it being understood that this provision relates solely to the manner of implementation; provided, however, that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrowers by the Administrative Agent hereunder shall be binding and conclusive on the Lenders.
(w) In connection with any Extension, the Parent Borrower shall provide the Administrative Agent at least 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18.
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Vista Outdoor Inc.)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent contrary in this Agreement, pursuant to one or more offers (each, an "Extension Offer") made from time to timetime by the Parent Borrower to all Lenders with Revolving Credit Commitments with a like Maturity Date, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity to participate in such Extension each case on a pro rata basis and (based on the Revolving Credit Commitments with the same Maturity Date), the Parent Borrower may from time to time extend the Maturity Date of any Revolving Credit Commitments and otherwise modify the terms and conditions as each other Lender of such Revolving Credit Commitments pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount terms of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed (including by increasing or decreasing the maximum aggregate principal amount interest rate or fees payable in respect of such Revolving Credit Commitments (and related outstandings)) (each, an "Extension", and each group of Revolving Credit Commitments, subject to as so extended, as well as the Extension Offer original Revolving Credit Commitments (not so extended), being a "tranche"; any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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 following shall be conditions precedent to the effectiveness of any Extensionterms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing immediately prior or caused thereby at the time the offering document in respect of an Extension Offer is delivered to the Lenders and immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are shall be true and correct in all material respects on and as of the date time the offering document in respect of such Extensionan Extension Offer is delivered to the Lenders, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.172.18, the representations and warranties contained in subsections (aSection 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSection 6.01(a) and (b), respectively, of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments; provided that, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V are qualified with "materiality" or "Material Adverse Effect" or similar terms, such representations and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty warranties shall be true and correct in all respects, (ii) on except as to interest rates, fees and final maturity, the Revolving Credit Commitment of any Lender (an "Extending Lender") extended pursuant to an Extension (an "Extended Revolving Credit Commitment"), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings), including the terms of the date Intercreditor Agreement; provided that (x) subject, in the case of such ExtensionLetters of Credit, except to the provisions of Section 2.03(p) to the extent dealing with Swing Loans and Letters of Credit that such representations mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Letters of Credit, Swing Loans and warranties specifically refer Extraordinary Advances shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Pro Rata Share of the Revolving Credit Facility (and except as provided in Section 2.03(p), without giving effect to changes thereto on an earlier dateMaturity Date with respect to Letters of Credit, in which case they are true Swing Loans or Extraordinary Advances theretofore incurred or issued) and correct in all material respects borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true for (A) payments of interest and correct in all respects) as of such earlier date, fees at different rates on Extended Revolving Credit Commitments (and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (arelated outstandings) and (bB) repayments required upon the Maturity Date of Section 5.05 the non‑extending Revolving Credit Commitments) and (y) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) that have more than three different Maturity Dates (unless the Administrative Agent otherwise agrees), (iii) if the aggregate principal amount of Revolving Credit Commitments, in respect of which the Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Revolving Credit Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer and (iv) all documentation in respect of such Extension shall be consistent with the foregoing. For the avoidance of doubt, no Lender shall be required to participate in any Extension, any Lender that fails to consent to an Extension Offer shall be deemed to refer have declined such Extension Offer and the Revolving Credit Loans and Commitments of any non-participating Lenders shall mature (and the Commitments terminate) on the applicable Maturity Date.
(b) With respect to all Extensions consummated by the Parent Borrower pursuant to this Section 2.18, (i) such Extensions shall not constitute voluntary payments or prepayments for purposes of Section 2.05 and (ii) each Extension Offer shall be in a minimum amount of $50,000,000 aggregate principal amount of Revolving Credit Commitments of any or all applicable tranches to be extended (unless (x) otherwise agreed to by the Administrative Agent in its sole discretion or (y) the Extension Offer is made to extend Revolving Credit Commitments to the most recent statements furnished pursuant to clauses (a) and (bsame Maturity Date as a prior Extension Offer), respectively, of Section 6.01, and (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The Administrative Agent shall promptly notify each Lender as and the Lenders hereby consent to the effectiveness Extensions and the other transactions contemplated by this Section 2.18 (including, for the avoidance of each Extension. Any Extension Amendment maydoubt, without the consent payment of any interest, fees or premium in respect of any Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18; provided that, for the avoidance of doubt, such consent shall not be deemed to be an acceptance of any particular Extension Offer by the Administrative Agent or any Lender, effect such .
(c) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers (and without the consent of any other Person) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan new tranches or sub‑tranches in respect of Revolving Credit Commitments as a new Tranche of Commitments so extended and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration tranches or termination of the commitments under any Tranche)sub‑tranches, in each case on terms consistent with this sectionSection 2.18. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to the manner in which the amendments contemplated by this Section 2.18(c) are drafted and implemented and, if the Administrative Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence, it being understood that this provision relates solely to the manner of implementation; provided, however, that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrowers by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions the Loan Parties party thereto shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Parent Borrower shall provide the Administrative Agent at least 10 Business Days' (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18.
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Vista Outdoor Inc.)
Extension of Maturity Date. (a) The Borrower maymay request, by written notice to the Administrative Agent from time Agent, (i) at least 30 days but not more than the day occurring 60 days and one year prior to timethe applicable Maturity Date with respect to the 2025-27 Facility Commitments, request an a twelve-month extension of such Maturity Date and (ii) thereafter, with respect to the 2025-27 Facility Commitments an additional twelve-month extension provided at least 30 days but not more than the day occurring 60 days and one year prior to such Maturity Date (such extension, the “Extension” and such as extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) pursuant to the extended maturity date specified in such notice. Such notice shall clause (i) set forth of this sentence) (each, an “Extension Request”). The Administrative Agent shall promptly notify each Lender of such Extension Request and the amount applicable Maturity Date in effect at such time shall, effective as of the applicable Tranche of Commitments that will be subject to the Extension Date (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000as defined below), (ii) set forth the date be extended for an additional twelve-month period, provided that, on which such Extension is requested to become effective Date (which shall be not less than fifteen (15a) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree have received payment in its sole discretion)full of the extension fee set forth in Section 2.08(d) and (iiib) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender following statements shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis true 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 of Commitments in respect of which Lenders shall have accepted received for the relevant Extension Offer shall exceed the maximum aggregate principal amount accountbenefit of Commitments, subject to the Extension Offer as set forth in the Extension notice, then the Commitments of Lenders each Lender a certificate signed by a duly authorized officer of the Operating Partnership, dated the applicable Tranche 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 following shall be conditions precedent to the effectiveness of any ExtensionDate, stating that: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they Section 4.01 are true and correct in all material respects (except unless qualified as to the extent such representation materiality or warranty is already subject to a materiality qualifierMaterial Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, Extension Date (except to the extent that such representations and warranties specifically refer relate solely to an earlier date, date (in which case they are such representations and warranties shall have been true and correct accurate in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) , as applicable, on and as of such earlier date)), and except that for purposes (ii) no Default has occurred and is continuing or would result from such extension. “Extension Date” means, in the case of this Section 2.17each extension option, the representations and warranties contained first date after the delivery by the Borrower of the related Extension Request that the conditions set forth in subsections clauses (a) and (b) above are satisfied. In the event that an extension is effected pursuant to this Section 2.16, the aggregate principal amount of Section 5.05 all Advances with respect to the 2025-27 Facility shall be deemed to refer repaid in full ratably to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension2025-27 Facility Lenders on the applicable Maturity Date as so extended. In addition, the items described in clause (g) As of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment mayDate, without the consent of any other Lender, effect such amendments to and all references in this Agreement and or any of the other Loan Documents to the “Maturity Date” shall refer to the Maturity Date as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this sectionso extended. SECTION 2.17.Reserved.
Appears in 1 contract
Extension of Maturity Date. Borrower shall have two (a2) The Borrower may, by written notice successive options to extend the scheduled Maturity Date of the Loan to the Administrative Agent from time to time, request an extension Monthly Payment Date in the month containing the one-year anniversary of the Maturity Date as theretofore in effect (the period of each such extension, “Extension Term”). In order to exercise such extension option, Borrower shall deliver to Agent written notice of such extension on or before the “Extension” and such extended loans, the “Extended Loans”date that is thirty (30) and the Commitments (such commitments, the “Extended Loan Commitments”) days prior to the extended maturity date specified then applicable Maturity Date (but in such notice. Such notice shall no event more than ninety (i90) set forth the amount days in advance of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000Maturity Date), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which 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 Lenders of the applicable Tranche The Maturity Date shall be extended ratably up pursuant to such maximum amount based on Borrower’s notice as aforesaid, provided that the respective principal amounts with respect following conditions are satisfied to which such Lenders have accepted such Extension Offer.
(b) The following shall be conditions precedent to Agent’s reasonable satisfaction for each extension of the effectiveness term of any Extensionthe Loan: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) in existence either at the representations and warranties (except to time of Borrower’s notice or on the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the then applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there Borrower shall be no reductions enter into an Interest Rate Protection Agreement through the term of commitments under any Extensionthe applicable Extension Term and otherwise satisfy each of the requirements set forth in Section 4.1.18 hereof, including, without limitation, delivery of a new Assignment of Rate Protection Agreement, (iii) the Extended Loans will rank pari passu Debt Yield (calculated by Agent not less than ten (10) days prior to the then applicable Maturity Date) shall not be less than eight and one-half percent (8.5%) for the first Extension Term or nine percent (9%) for the second Extension Term, (iv) Borrower shall pay to Lender an extension fee in right an amount equal to one quarter percent (0.25%) of payment and with respect the then outstanding principal balance of the Loan no later than the Business Day prior to security the first day of the applicable Extension Term, (v) the term of the Mezzanine Loan shall be extended to be co-terminus with the existing Loans Loan, and (vi) Borrower has paid all of Lender’s reasonable, out-of-pocket costs and expenses in connection with such extension. If Borrower fails to exercise any Extension Term in accordance with the provisions of this Agreement, such Extension Term, and any subsequent Extension Term hereunder, will automatically cease and terminate. Notwithstanding anything to the contrary contained herein, if the Debt Yield threshold is not met in connection with the exercise of an extension option under this Section 2.3.3 and under the Mezzanine Loan Agreement, then Borrower shall have the right to partially prepay the Loan and the borrower and guarantors of Mezzanine Loan pro rata by the Extended Loan Commitments shall be amount necessary such that the same as the Borrower and Guarantors applicable Debt Yield threshold is satisfied, provided (i) with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such ExtensionLoan, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty no Spread Maintenance Premium shall be true and correct due in all respects) on and as connection with any such prepayment of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, Loan and (B) no Default or Event of Default such prepayment shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered subject to the extent applicable. The Administrative Agent shall promptly notify each Lender as terms and provisions of Section 2.4.1 below (other than those restricting partial prepayments) and (ii) with respect to the effectiveness of each Extension. Any Extension Amendment mayMezzanine Loan, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents (A) no Spread Maintenance Premium (as may be necessary or appropriate, defined in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Mezzanine Loan Commitments as a new Tranche of Commitments and such other technical amendments as may Agreement) shall be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower due in connection with the establishment of any such new Tranche (including to preserve the pro rata treatment prepayment of the extended Mezzanine Loan and non-extended Tranches (B) such prepayment shall be subject to the terms and to provide for the reallocation provisions of Revolving Credit Exposure upon the expiration or termination Section 2.4.1 of the commitments under any TrancheMezzanine Loan Agreement (other than those restricting partial prepayments), in each case on terms consistent with this section.
Appears in 1 contract
Samples: Loan Agreement (Black Creek Diversified Property Fund Inc.)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone (1) or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders holding Term A Loans or Term B Loans, as applicable, with a like maturity date or Revolving Credit Commitments with a like maturity date, in such Extension each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans and/or Revolving Credit Commitments and conditions as each other Lender otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount terms of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall exceed constitute a separate Tranche of Term Loans from the maximum aggregate principal amount Tranche of CommitmentsTerm Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), subject to so long as the Extension Offer as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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.following terms are satisfied:
(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 at the time the Extension Offer is made to and immediately after giving effect to such Extension, the Lenders;
(ii) the representations except as to interest rates, fees and warranties final maturity (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension Amendment (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as defined belowthe case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided that (ix) subject to the provisions of Section 2.05(f) and Section 2.04(m) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments in accordance with their Revolver Percentages (and except as provided in Section 2.05(f) and Section 2.04(m), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non- extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments of any Tranche) of Extended Revolving Loans after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments and (z) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments, any commitments with respect to any Commitment Increase and any original Revolving Credit Commitments) that have more than three different 52 maturity dates; (iii)except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the other terms of the Term Loans of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans”) shall, if not substantially consistent with the terms of the applicable Term Loan Tranche prior to such Extension, be reasonably satisfactory to the Administrative Agent (it being understood that terms not substantially consistent with the applicable Term Loan Tranche prior to such Extension which are applicable only after the maturity date of such Tranche are reasonably satisfactory to the Administrative Agent); (iv)(A) the final maturity date of any Extended Loan Term Loans in respect of Term A Loans (“Extended Term A Loans”) shall be no earlier than the Term A Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, Date and (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without the consent final maturity date of any other Lender, effect such amendments to this Agreement and Extended Term Loans in respect of Term B Loans (“Extended Term B Loans”) shall be no earlier than the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche Term B Maturity Date; (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranchev), in each case on terms consistent with this section.
Appears in 1 contract
Samples: Credit and Guaranty Agreement
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders of a tranche of Term Loans with a like Maturity Date or Revolving Credit Commitments with a like Maturity Date, in such Extension each case on a pro rata basis and (based 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 outstanding principal amount of the respective Term Loans or Revolving Credit Commitments in respect with the same Maturity Date, as the case may be), the Borrower may from time to time extend the Maturity Date of which Lenders shall have accepted any Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer shall exceed (including by increasing or decreasing the maximum aggregate principal amount interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans or Revolving Credit Commitments, subject to as applicable, in each case as so extended, as well as the Extension Offer original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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 following shall be conditions precedent to the effectiveness of any Extensionterms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing immediately prior at the time the offering document in respect of an Extension Offer is delivered to the Lenders and immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are shall be true and correct in all material respects on and as of the date time the offering document in respect of such Extensionan Extension Offer is delivered to the Lenders, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.172.18, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, (ii) except as to interest rates, fees and final maturity, the Revolving Credit Commitment of any Revolving Credit Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Pro Rata Share of the Revolving Credit Facility (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the Maturity Date of the non‑extending Revolving Credit Commitments) and (y) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates (unless the Administrative Agent otherwise agrees), (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the L/C Issuer Borrower and set forth in the Swing Line relevant Extension Offer), the Term Loans of any Term Lender shall have consented (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of the Commitments, Term Loans subject to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and Offer, (iv) the terms applicable amortization schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to the original Maturity Date may not be increased, (v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the applicable Extended Term Loans, (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which the applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the applicable Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer, (viii) all documentation in respect of such Extension shall comply be consistent with paragraph the foregoing and (cix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Lender shall be required to participate in any Extension and any Lender that fails to consent to an Extension Offer shall be deemed to have declined such Extension Offer.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.18, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable tranches be extended. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this SectionSection 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, hereby irrevocably authorize the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 enter into amendments to this Agreement and the other Loan Documents with the Borrower (and without the consent of any other Person) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan new tranches or sub‑tranches in respect of Revolving Credit Commitments as a new Tranche of Commitments or Term Loans so extended 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration tranches or termination of the commitments under any Tranche)sub‑tranches, in each case on terms consistent with this sectionSection 2.18. Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to the manner in which the amendments contemplated by this Section 2.18(c) are drafted and implemented and, if the Administrative Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence, it being understood that this provision relates solely to the manner of implementation; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone (1) or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders holding Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in such Extension each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans, Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans, and/or all of such Lender’s Revolving Credit Commitments and conditions as each other Lender otherwise modify the terms of such Term Loans, and/or Revolving Credit Commitments pursuant to procedures established bythe terms of the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:
(i) no Event of Default shall have occurred and be continuing at the time the Extension Offer is made to the Lenders;
(ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Credit Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided that, (x) subject to the provisions of Section 2.04(m) and Section 2.05(h) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when a Class of Revolving Credit Commitments is extended such that there exists an Extended Revolving Credit Commitments with a longer maturity date with respect to such original Class, all Swing Line Loans and Letters of Credit of the original Class shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments with respect to such Class in accordance with their Pro Rata Share (and except as provided in Section 2.04(m) and Section 2.05(h), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments of any Class of Revolving Credit Commitments) of Extended Revolving Credit Loans after the applicable Extension date shall be made on a pro rata basis with the original Class of Revolving Credit Commitments as to which such Extended Revolving Credit Commitments relate and (z) at no time shall there be Revolving Credit Commitments hereunder that have more than three different maturity dates;
(iii) subject to immediately succeeding clauses (iv), (v) and (vi), the other terms of the Term Loans (including with respect to pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption terms and provisions) of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans” shall be as agreed between the Borrower and such Lenders (and for the avoidance of doubt, no consent of the Administrative Agent shall be required except to the extent affecting the rights or duties of, or reasonably acceptable any fees or other amounts payable to, the Administrative Agent); provided that, to the extent any more restrictive covenant is added for the benefit of any Class of Extended Term Loans such covenant (except to the extent only applicable after the latest maturity date of the Facilities) may also be added for the benefit of all of the Facilities (or, in the case of a financial maintenance covenant, solely for the benefit of the Initial Revolving Credit Facility or other Facility that benefits from a financial maintenance covenant at such time); it being understood and agreed that in each such case, no consent of the Administrative Agent and and/or any Lender shall be required in connection with any amendment adding such covenant;
(iv) the Borrower. If Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby;
(v) any Extended Term Loans may participate on a pro rata basis, greater than pro rata basis or a less than pro rata basis (but not a greater than pro rata basis with respect to any earlier maturing Class of Term Loans without at least a pro rata repayment of any such related earlier maturing Classes) in any mandatory repayments or mandatory prepayments (but on a pro rata basis, greater than pro rata basis or a less than pro rata basis in any voluntary prepayments) in respect of the applicable Term Facility, in each case as specified in the respective Extension Offer;
(vi) if the aggregate principal amount of Commitments the Class of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of CommitmentsTerm Loans or Revolving Credit Commitments of such Class, subject as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer as set forth in the Extension noticeOffer, then the Term Loans or Revolving Credit Commitments of such Class, as the case may be, of such Term Lenders of or Revolving Credit Lenders, as the applicable Tranche case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer,
(vii) all documentation in respect of such Extension (including the Extension Amendment) shall be consistent with the foregoing; and
(viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and no Lender shall be obligated to extend its Term Loans or Revolving Credit Commitments unless it so agrees.
(b) The following shall be conditions precedent With respect to all Extensions consummated by the effectiveness of any Extension: Borrower pursuant to this Section 2.18, (i) no Default such Extensions shall not constitute voluntary or Event mandatory payments or prepayments or commitment reductions for purposes of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such ExtensionSections 2.06, 2.07 or 2.08, (ii) the representations and warranties amortization schedules (except in so far as such schedule affects payments due to Lenders participating in the relevant Facility) set forth in Section 2.08 shall be adjusted to give effect to the extent Extension of the relevant Facility and (iii) except as set forth in clause (a)(vii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such representation Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Term Loans or warranty is already subject Revolving Credit Commitments (as applicable) of any or all applicable Class to a materiality qualifierbe tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in which case respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such representation terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.06, 2.07 or warranty 2.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18.
(c) No consent of any Lender or the Administrative Agent shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such required to effectuate any Extension, except other than (A) the consent of each Lender agreeing to the extent that such representations and warranties specifically refer Extension with respect to an earlier date, in which case they are true and correct in all material respects one or more of its Term Loans and/or Revolving Credit Commitments (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (aportion thereof) and (bB) with respect to any Extension of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses Revolving Credit Commitments (a) and (bor a portion thereof), respectively, the consent of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender shall have consented applicable to any Extension of the Commitments, to the extent that such Extension provides for the issuance Revolving Credit Commitment (if such L/C Issuer or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms Lender is being requested to issue letters of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors credit or make swing line loans with respect to the existing LoansClass of Extended Revolving Credit Commitments), (iv) the interest rate margin, rate floors, fees which consent shall not be unreasonably withheld or delayed. All Extended Term Loans and premium applicable to any Extended Loan Revolving Credit Commitments (and the Extended Loans thereunder) all obligations in respect thereof shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made Obligations under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 Documents; provided that if such Indebtedness is secured by a Lien on the reasonable opinion of Collateral that is junior to the Administrative Agent and Lien securing the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.Secured
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower mayAs required by Section 10.05(e), by written notice to (i) the Administrative Agent from time to time, request an extension aggregate principal amount of the Maturity Date Tranche B-1 Term Loans held by the Extending Lenders, as amended herein (such extension, the “Extension” and such extended loans, the “2016 Extended Term Loans”) and does not exceed the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the aggregate principal amount of the applicable Tranche of Commitments that will be B-1 Term Loans subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000)such extension, (ii) set forth the date Weighted Average Life to Maturity of the 2016 Extended Term Loans is not shorter than the Weighted Average Life to Maturity of the Tranche B-1 Term Loans subject to such extension on which such Extension is requested the Effective Date (except to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date extent of such Extension notice (or such longer or shorter nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Administrative Agent shall agree in its sole discretion)Tranche B-1 Term Loans) and (iii) identify all other terms applicable to the relevant Tranche of Commitments to which such Extension relates. 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 by2016 Extended Term Loans are substantially identical to, or reasonably acceptable toless favorable to the Extending Lenders than, those applicable to the Administrative Agent and the Borrower. If the aggregate principal amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments, Tranche B-1 Term Loans subject to such extension, except to the Extension Offer as set forth in extent necessary to provide for covenants and other terms applicable to any period after the Extension notice, then the Commitments of Lenders latest final maturity of the applicable Tranche shall be extended ratably up Term Loans in effect immediately prior to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offerextension.
(b) The following For the avoidance of doubt, the 2016 Extended Term Loans shall be conditions precedent to a separate and distinct Class from the effectiveness of any Extension: (i) no Default or Event of Default Tranche B-1 Term Loans and shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) upon the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as extension of the date Stated Maturity Date have the benefit of such Extension, except 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 clause (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (bI) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) definition of Adjusted Eurodollar Rate in the Credit Agreement and (b), respectively, of Section 6.01, clause (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to definition of Base Rate in the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this SectionAgreement.
(c) The terms of each Extension shall be determined by Except as expressly set forth above, the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan Representative shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect pay to the existing Extending Lenders all interest due on the 2016 Extended Term Loans as if such Extended Term Loans were Tranche B-2 Term Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any ExtensionOn the Effective Date (or on the next Business Day following the Effective Date), the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) Borrower Representative shall execute and deliver pay to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of Extending Lenders all accrued interest due on the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish 2016 Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this sectionTerm Loans.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Fairmount Santrol Holdings Inc.)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders of a tranche of Term Loans with a like Maturity Date or Revolving Credit Commitments with a like Maturity Date, in such Extension each case on a pro rata basis and (based 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 outstanding principal amount of the respective Term Loans or Revolving Credit Commitments in respect with the same Maturity Date, as the case may be), the Borrower may from time to time extend the Maturity Date of which Lenders shall have accepted any Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer shall exceed (including by increasing or decreasing the maximum aggregate principal amount interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans or Revolving Credit Commitments, subject to as applicable, in each case as so extended, as well as the Extension Offer original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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 following shall be conditions precedent to the effectiveness of any Extensionterms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing immediately prior at the time the offering document in respect of an Extension Offer is delivered to the Lenders and immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are shall be true and correct in all material respects (or, to the extent any such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in all respects) on and as of the date time the offering document in respect of such Extensionan Extension Offer is delivered to the Lenders, except 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 (except or, to the extent any such representation representations and warranties are qualified with “materiality” or warranty is already subject to a materiality qualifier“Material Adverse Effect” or similar terms, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.172.18, the representations and warranties contained in subsections clauses (a) and (b) 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, (ii) except as to interest rates, fees and final maturity, the Revolving Credit Commitment of any Revolving Credit Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings); provided that (A) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Pro Rata Share of the Revolving Credit Facility (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (2) repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments) and (B) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates (unless the Administrative Agent otherwise agrees), (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the L/C Issuer Borrower and set forth in the Swing Line relevant Extension Offer), the Term Loans of any Term Lender shall have consented (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of the Commitments, Term Loans subject to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and Offer, (iv) the terms applicable amortization schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to the original Maturity Date may not be increased, (v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the applicable Term Loans being extended (prior to such extension), (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which the applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the applicable Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer and (viii) all documentation in respect of such Extension shall comply be consistent with paragraph the foregoing. For the avoidance of doubt, no Lender shall be required to participate in any Extension, any Lender that fails to consent to an Extension Offer shall be deemed to have declined such Extension Offer and the Loans and Commitments of any non-participating Lenders shall mature (cand the Commitments terminate) on the applicable Maturity Date.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.18, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) each Extension Offer shall be in a minimum amount of $50,000,000 aggregate principal amount of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable tranches to be extended (unless (x) otherwise agreed to by the Administrative Agent in its sole discretion or (y) the Extension Offer is made to extend Term Loans or Revolving Credit Commitments to the same Maturity Date as a prior Extension Offer). The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this SectionSection 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18; provided that, for the avoidance of doubt, such consent shall not be deemed to be an acceptance of any particular Extension Offer by the Administrative Agent or any Lender.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, hereby irrevocably authorize the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 enter into amendments to this Agreement and the other Loan Documents with the Borrower (and without the consent of any other Person) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan new tranches or sub-tranches in respect of Revolving Credit Commitments as a new Tranche of Commitments or Term Loans so extended 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 new Tranche (including to preserve the pro rata treatment of the extended and nontranches or sub-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche)tranches, in each case on terms consistent with this sectionSection 2.18. Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to the manner in which the amendments contemplated by this Section 2.18(c) are drafted and implemented and, if the Administrative Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence, it being understood that this provision relates solely to the manner of implementation; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders.
Appears in 1 contract
Samples: Credit Agreement (AdvanSix Inc.)
Extension of Maturity Date. (a) The Pursuant to Section 2.12 of the Credit Agreement, as of the Amendment No. 3 Effective Date, the Borrower may, by written notice to notifies the Administrative Agent from time of its intention to time, request exercise an extension of the Maturity Date Extension Option (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to extend the extended maturity date specified Existing Maturity Date for a period of 364 days to November 26, 2021, with the Extension to become effective on November 27, 2020 (the “Extension Effective Date”). This Amendment shall serve as a “Notice of Extension” referenced in such notice. Such notice shall Section 2.12(b) of the Credit Agreement, and the Borrower agrees that the Notice of Extension pursuant to this Amendment (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 is irrevocable and a minimum amount of $300,000,000), (ii) set forth constitutes a representation by the date on which such Extension is requested to become effective Borrower that (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. 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 of Commitments in respect of which 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 Lenders of the applicable Tranche 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 following shall be conditions precedent to the effectiveness of any Extension: (iA) no Default or Event of Default shall have or Default has occurred and be is continuing immediately prior to and immediately after giving effect to such Extension, (iiB) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they Credit Agreement are true and correct in all material respects (except to the extent that any such representation or warranty is already subject to a materiality qualifierqualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date Amendment No. 3 Effective Date, as though made on and as of such Extension, except to the extent that such representations date (unless any representation and warranties specifically refer warranty expressly relates to an earlier date, in which case they are true such representation and warranty shall be correct in all material respects as of such earlier date (except to the extent that any such representation or warranty is already subject to a materiality qualifierqualified by materiality, in which case such representation or warranty representations and warranties shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and )).
(b) The Lenders party hereto as Consenting Lenders and constituting at least the Majority Lenders so consent to the Extension to be effective on the Extension Effective Date. On the Extension Effective Date:
(i) Schedule 1 of Section 5.05 the Credit Agreement shall be deemed amended and restated in its entirety as set forth on Annex A attached hereto; and
(ii) the Existing Maturity Date and the Commitments of the Consenting Lenders shall be automatically extended for a period of 364 days to refer November 26, 2021, while the Existing Maturity Date of the Non-Consenting Lenders shall remain unchanged, and the Commitments of the Non-Consenting Lenders shall terminate on their respective Existing Maturity Date and all Loans of such Non-Consenting Lender shall be fully repaid, all as contemplated by Section 2.12(e) of the Credit Agreement, subject in all respects to the most recent statements furnished pursuant to clauses rights of the Borrower under Section 2.12(d) of the Credit Agreement.
(ac) and (b)For the avoidance of doubt, respectively, the Extension constitutes an “Extension Option” referenced in Section 2.12 of Section 6.01the Credit Agreement, and (B) no Default or Event as of Default shall have occurred and be continuing immediately prior to and immediately the Extension Effective Date, after giving effect to such the Extension. In addition, the items described in clause Borrower may exercise no more than two (g2) additional Extension Options pursuant to Section 2.12 of the definition of “Material Real Property Deliverables” shall have been delivered Credit Agreement. This Amendment constitutes written notice to the extent applicable. The Administrative Agent shall promptly notify each Lender as Borrower and all of the Lenders of all consents given pursuant to the effectiveness of each Extension. Any Extension Amendment may, without the consent of any other Lender, effect such amendments Credit Agreement with respect to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.
Appears in 1 contract
Samples: 364 Day Credit Agreement and Extension Agreement (Energy Transfer Operating, L.P.)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone (1) or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders holding Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in such Extension each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans and/or Revolving Credit Commitments and conditions as each other Lender otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to procedures established bythe terms of the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:
(i) [reserved];
(ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided, that (x) subject to the provisions of Section 2.05(f) and Section 2.04(m) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments in accordance with their Revolver Percentages (and except as provided in Section 2.05(f) and Section 2.04(m), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments of any Tranche) of Extended Revolving Loans after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments and (z) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments, any commitments with respect to any Commitment Increase and any original Revolving Credit Commitments) that have more than three different maturity dates;
(iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the other terms of the Term Loans of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans”) shall, if not substantially consistent with the terms of the applicable Term Loan Tranche prior to such Extension, be reasonably acceptable to, satisfactory to the Administrative Agent and (it being understood that terms not substantially consistent with the Borrower. If applicable Term Loan Tranche prior to such Extension which are applicable only after the maturity date of such Tranche are reasonably satisfactory to the Administrative Agent);
(iv) (A) the final maturity date of any Extended Term Loans shall be no earlier than the Term Maturity Date;
(v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby;
(vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments in respect of the applicable Term Facility, in each case as specified in the respective Extension Offer;
(vii) if the aggregate principal amount of Commitments Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, subject as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer as set forth in the Extension noticeOffer, then the Commitments Term Loans or Revolving Credit Loans, as the case may be, of such Lenders of the applicable Tranche shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer;
(viii) all documentation in respect of such Extension (including the Extension Amendment) shall be consistent with the foregoing; and
(ix) no Lender shall be obligated to agree to an Extension Offer and the determination to agree to an Extension shall be within the sole and absolute discretion of such Lender. Any failure by a Lender to respond to any such Extension Offer shall not be deemed an acceptance or agreement to provide an Extension.
(b) The following shall be conditions precedent With respect to all Extensions consummated by the effectiveness of any Extension: Borrower pursuant to this Section 2.18, (i) no Default such Extensions shall not constitute voluntary or Event mandatory payments or prepayments or commitment reductions for purposes of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such ExtensionSections 2.06, 2.07 or 2.08, (ii) the representations and warranties amortization schedules (except in so far as such schedule affects payments due to Lenders participating in the relevant Facility) set forth in Section 2.08 shall be adjusted to give effect to the extent Extension of the relevant Facility and (iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided, that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such representation Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Term Loans or warranty is already subject Revolving Credit Commitments (as applicable) of any or all applicable Tranches to a materiality qualifierbe tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in which case respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such representation terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.06, 2.07 or warranty 2.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18.
(c) No consent of any Lender or the Administrative Agent shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such required to effectuate any Extension, except other than (A) the consent of each Lender agreeing to the extent that such representations and warranties specifically refer Extension with respect to an earlier date, in which case they are true and correct in all material respects one or more of its Term Loans and/or Revolving Credit Commitments (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (aportion thereof) and (bB) with respect to any Extension of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses Revolving Credit Commitments (a) and (bor a portion thereof), respectively, the consent of Section 6.01, (iii) the L/C Issuer and the Swing Line Lender Lender, which consent shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance not be unreasonably withheld or extension of Letters of delayed. All Extended Term Loans and Extended Revolving Credit or making of Swing Line Loans at any time during the extended period Commitments and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension all obligations in respect thereof shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments Obligations under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents that are true secured by the Collateral and correct in guaranteed on a pari passu basis with all material respects (except to other applicable Obligations under this Agreement and the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicableother Loan Documents. The Lenders hereby irrevocably authorize the 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 enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary order to establish Extended Loan new Tranches or sub-Tranches in respect of Revolving Credit Commitments as a new Tranche of Commitments or Term Loans so extended 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 new Tranche (including to preserve the pro rata treatment of the extended and nonTranches or sub-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche)Tranches, in each case on terms consistent with this sectionSection 2.18. In addition, if so provided in such amendment and with the consent of the L/C Issuer, participants in Letters of Credit expiring on or after the latest maturity date (but in no event later than the date that is five Business Days prior to the Revolver Maturity Date) in respect of the Revolving Credit Commitments shall be re-allocated from Lenders holding non-extended Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any mortgage entered into in accordance with Section 6.13 that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such noticeof any Class of Commitments of Revolving Loans; provided that no Extension shall be longer than one (1) year from the applicable existing maturity date and no more than two (2) Extensions shall be permitted hereunder during the term of this Agreement. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), 25,000,000) and (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen ten (1510) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates). Each Lender in the relevant Class shall be offered (each such offer, an “Extension Offer”) ), without the need for the consent of any other Lender and without any obligation to accept such 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 BorrowerCompany. If the aggregate principal amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments, Commitments subject to the Extension Offer as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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 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 immediately after giving effect to such Extension, (ii) the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, set forth in which case such representation or warranty Article III and in each other Loan Document shall be true deemed to be made and correct in all respects) contained in Article V and the other Loan Documents are shall be true and correct in all material respects on and as of the effective date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer Issuing Bank and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension Extended Commitments shall comply with paragraph clause (cd) of this SectionSection 2.21.
(c) The terms of Company shall have the right to replace each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in Lender that determines not to so accept an Extension Amendment Offer (as defined below); provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Maturity Dateeach, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, 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 Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending LendersLender”) shall execute with, and deliver to the Administrative Agent an amendment add as “Lenders” under this Agreement in place thereof, one or more assignees (each, an “Extension AmendmentAdditional Commitment Lender”) and a certificate of each Loan Party dated as of the date of such Extension (provided in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments 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 new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.84
Appears in 1 contract
Samples: Credit Agreement (Bruker Corp)
Extension of Maturity Date. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, pursuant to timeone (1) or more offers (each, request an extension of the Maturity Date (such extension, the “Extension” and such extended loans, the “Extended Loans”) and the Commitments (such commitments, the “Extended Loan Commitments”) to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Tranche of Commitments that will be subject to the Extension (which shall be in minimum increments of $25,000,000 and a minimum amount of $300,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than fifteen (15) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Tranche of Commitments to which such Extension relates. Each Lender shall be offered (an “Extension Offer”) an opportunity made from time to participate time by the Borrower to all Lenders holding Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in such Extension each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans, Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans, and/or all of such Lender’s Revolving Credit Commitments and conditions as each other Lender otherwise modify the terms of such Term Loans, and/or Revolving Credit Commitments pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount terms of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall exceed constitute a separate Class of Term Loans from the maximum aggregate principal amount Class of CommitmentsTerm Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted), subject to so long as the Extension Offer as set forth in the Extension notice, then the Commitments of Lenders of the applicable Tranche 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.following terms are satisfied:
(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 at the time the Extension Offer is made to and immediately after giving effect to such Extension, the Lenders;
(ii) the representations except as to interest rates, fees and warranties final maturity (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extension shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension Amendment (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Credit Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as defined belowthe case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided that that, (ix) subject to the final provisions of Section 2.04(m) and Section 2.05(h) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when a Class of any Revolving Credit Commitments is extended such that there exists an Extended Loan shall be no earlier than the Maturity Date, (ii) there shall be no reductions of commitments under any Extension, (iii) the Extended Loans will rank pari passu in right of payment and Revolving Credit Commitments with a longer maturity date with respect to security with the existing such original Class, all Swing Line Loans and the borrower and guarantors of the Extended Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees and premium applicable to any Extended Loan Commitments (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of the Extended Loans, or reductions of Extended Loan Commitments, and participation in Letters of Credit and Swing Line Loans, of the original Class shall be participated in on a pro rata basis by all Lenders with the other Loans or Extended Revolving Credit Commitments (other than upon the maturity of the non-extended Loans and Commitments) and (vi) the terms of the Commitments made under the Extension shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender (such Lenders providing Extended Loans, the “Extending Lenders” and such Lenders declining to provide such Extended Loans, the “Non-Extending Lenders”) shall execute and deliver to the Administrative Agent an amendment (an “Extension Amendment”) and a certificate of each Loan Party dated as of the date of such Extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting respect to such Extension, and (y) Class in the case of the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension, except 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 (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension. In addition, the items described in clause (g) of the definition of “Material Real Property Deliverables” shall have been delivered to the extent applicable. The 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 the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Loan Commitments as a new Tranche of Commitments and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection accordance with the establishment of such new Tranche (including to preserve the pro rata treatment of the extended and non-extended Tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Tranche), in each case on terms consistent with this section.their 107
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