Extension of Revolving Commitments. In the case of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply: (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date; (ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred; (iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full); (iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and (v) at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date.
Appears in 6 contracts
Samples: First Lien Credit Agreement (Mister Car Wash, Inc.), Credit Agreement (Ironwood Pharmaceuticals Inc), Credit Agreement (Allegro Microsystems, Inc.)
Extension of Revolving Commitments. In the case of any Extension of Revolving Commitments and/or or Revolving Loans, the following shall apply:
(ia) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(iib) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swing Line Loan as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iiic) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(ivd) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each the Issuing BankBank and the Swing Line Lender; and
(ve) at no time shall there be more than five (5) different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date.
Appears in 4 contracts
Samples: Credit Agreement (Impax Laboratories Inc), Credit Agreement (Impax Laboratories Inc), Credit Agreement (Press Ganey Holdings, Inc.)
Extension of Revolving Commitments. In the case of The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the non-extended scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments on the relevant Maturity Date;
(iiany such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) the allocation of the participation exposure and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any then-existing or subsequently issued or made Letter Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of Credit as between such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such new tranche and the remaining Existing Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Class; provided, as applicablehowever, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than five four (4) different tranches Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments. If the Total Utilization No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments exceeds from the Existing Revolving Commitment Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolving Extension Series with respect to any tranche of such Existing Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity DateClass.
Appears in 4 contracts
Samples: Credit Agreement (WideOpenWest, Inc.), Credit Agreement (WideOpenWest, Inc.), Credit Agreement (Superior Industries International Inc)
Extension of Revolving Commitments. In the case of any Extension of Revolving Commitments and/or or Revolving Loans, the following shall apply:
(ia) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(iib) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iiic) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(ivd) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each the Swing Line Lender and the Issuing BankBanks; and
(ve) at no time shall there be more than five (5) different tranches of Revolving CommitmentsCommitments (or greater than five (5) tranches to the extent agreed by the Administrative Agent). If the Total Utilization aggregate Outstanding Amount of Revolving Commitments Loans, Swing Line Loans and L/C Obligations exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date.
Appears in 3 contracts
Samples: Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (Life Time Group Holdings, Inc.)
Extension of Revolving Commitments. In Any Borrower may at any time and from time to time request that all or a portion of the case Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any Extension payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments and/or (any such Revolving LoansCommitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.23. In order to establish any Extended Revolving Commitments, the following relevant Borrower shall apply:
provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment maturity date of the Revolving Loans attributable to the non-extended Extended Revolving Commitments on may be delayed to a later date than the relevant Maturity Date;
(ii) the allocation maturity date of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the remaining Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a ratable pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in accordance no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the relative amounts thereof until the Maturity Date relating to such non-extended foregoing. Any Extended Revolving Commitments has occurred;
amended pursuant to any Revolver Extension Request shall be designated a series (iiieach, a “Revolver Extension Series”) no termination of extended Extended Revolving Commitments and no repayment for all purposes of extended Revolving Loans accompanied by a corresponding permanent reduction in extended this Agreement; provided that any Extended Revolving Commitments shall amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), designated as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid an increase in full);
(iv) the Maturity Date any previously established Revolver Extension Series with respect to the such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments may incurred under this Section 2.23 shall be in an aggregate principal amount that is not be extended without the prior written consent of each Issuing Bank; and
(v) at no time shall there be more less than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date$5,000,000.
Appears in 3 contracts
Samples: Master Amendment (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.)
Extension of Revolving Commitments. In Any Borrower may at any time and from time to time request that all or a portion of the case Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any Extension payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments and/or (any such Revolving LoansCommitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.24. In order to establish any Extended Revolving Commitments, the following relevant Borrower shall apply:
provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment maturity date of the Revolving Loans attributable to the non-extended Extended Revolving Commitments on may be delayed to a later date than the relevant Maturity Date;
(ii) the allocation maturity date of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the remaining Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a ratable pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in accordance no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the relative amounts thereof until the Maturity Date relating to such non-extended foregoing. Any Extended Revolving Commitments has occurred;
amended pursuant to any Revolver Extension Request shall be designated a series (iiieach, a “Revolver Extension Series”) no termination of extended Extended Revolving Commitments and no repayment for all purposes of extended Revolving Loans accompanied by a corresponding permanent reduction in extended this Agreement; provided that any Extended Revolving Commitments shall amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), designated as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid an increase in full);
(iv) the Maturity Date any previously established Revolver Extension Series with respect to the such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments may incurred under this Section 2.24 shall be in an aggregate principal amount that is not be extended without less than $5,000,000 or, in the prior written consent case of each Issuing Bank; and
(v) at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Extended Revolving Commitments exceeds denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Revolving Commitment as a result Dollar Equivalent of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date$5,000,000.
Appears in 3 contracts
Samples: Credit Agreement (Coty Inc.), Credit Agreement (Coty Inc.), Credit Agreement (Coty Inc.)
Extension of Revolving Commitments. In the case of The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the non-extended scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments on the relevant Maturity Date;
(iiany such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) the allocation of the participation exposure and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any then-existing or subsequently issued or made Letter Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (and the Administrative Agent shall provide a copy of Credit as between such notice to the Lenders selected by the Borrower under the applicable Existing Revolving Class (it being understood that any such request need not be offered equally to all such Lenders of such Existing Revolving Class)) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (a) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such new tranche and the remaining Existing Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Class; provided, as applicablehowever, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization Classes of Revolving Commitments exceeds hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (b) (i) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitment as a result Commitments of such Existing Revolving Class and/or (ii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the occurrence items contemplated by the preceding clause (i), in each case, to the extent provided in the applicable Extension Amendment, (c)
(i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms applicable solely to any tranche period after the Latest Maturity Date in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Revolving Facility, solely to the extent that such terms, provisions and documentation with respect to the Revolving Facility would require consent of any Class of Lenders other than the Revolving Lenders under Section 10.01) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent unless the addition of such term or provision (or the provision of the features thereof) to the Revolving Facility would require the consent of any Class of Lenders other than the Revolving Lenders under Section 10.01 or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments while an extended tranche of from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments remains outstandingamended from an Existing Revolving Class may, to the Borrower shall make extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such payments as are necessary in order to eliminate such excess on such Maturity DateExisting Revolving Class.
Appears in 3 contracts
Samples: Credit Agreement (LifeStance Health Group, Inc.), Credit Agreement (LifeStance Health Group, Inc.), Credit Agreement (LifeStance Health Group, Inc.)
Extension of Revolving Commitments. In the case of The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the non-extended scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments on the relevant Maturity Date;
(iiany such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) the allocation of the participation exposure and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any then-existing or subsequently issued or made Letter Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of Credit as between such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such new tranche and the remaining Existing Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Class; provided, as applicablehowever, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than five four (4) different tranches Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments. If the Total Utilization No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments exceeds from the Existing Revolving Commitment Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolving Extension Series with respect to any tranche of such Existing Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity DateClass.
Appears in 3 contracts
Samples: First Lien Credit Agreement (McAfee Corp.), First Lien Credit Agreement (McAfee Corp.), First Lien Credit Agreement (McAfee Corp.)
Extension of Revolving Commitments. In the case of (a) The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and the Revolving Loans attributable of such Existing Revolving Tranche, the “Existing Revolving Loans”), in each case, be converted to extend the non-extended Revolving Commitments on scheduled maturity date(s) of any payment of principal (or extend the relevant Maturity Date;
(iitermination date of any commitments) the allocation of the participation exposure with respect to all or a portion of any then-existing principal amount (or subsequently issued or made Letter commitments) of Credit as between any Existing Revolving Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such new tranche Extended Revolving Tranches, the “Extended Revolving Commitments”) and the remaining Revolving Commitments to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and corresponding pro rata permanent reduction(ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), as applicableexcept (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
y) (ivA) the Maturity Date interest margins with respect to the Extended Revolving Commitments Tranche may not be extended without higher or lower than the prior written consent interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu of each Issuing Bankany increased margins contemplated by the preceding clause (A); andprovided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date).
(vb) The Borrower shall provide the applicable Extension Request at no time least 10 Business Days (or such shorter period as the Administrative Agent may agree to) prior to the date on which Lenders under the applicable Existing Revolving Tranche or Existing Revolving Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Revolving Tranche shall there be more than five different tranches notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Revolving CommitmentsTranche. If In the Total Utilization event that the aggregate amount of Revolving Commitments the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Revolving Commitment as Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Revolving Tranches on a result pro rata basis based on the amount of the occurrence Specified Existing Tranches included in each such Extension Election. In connection with any extension of the Maturity Date with respect Loans pursuant to any tranche of Revolving Commitments while this Section 2.26 (each, an extended tranche of Revolving Commitments remains outstanding“Extension”), the Borrower shall make agree to such payments procedures regarding timing, rounding and other administrative adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, as are necessary may be established by, or acceptable to, the Administrative Agent and the Borrower, in order each case acting reasonably to eliminate accomplish the purposes of this Section 2.26; provided, that no such excess on Extension and no amendments relating thereto (including any Section 2.26 Additional Amendments) shall become effective, unless (i) the Borrower shall deliver or cause to be delivered documents of a type comparable to those described in clause (viii) of Section 2.25(b) to the extent reasonably requested by the Administrative Agent and (ii) the conditions set forth in Section 2.34 shall be satisfied, if applicable.
(c) Extended Revolving Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement and the other Loan Documents (which may include amendments to provisions related to maturity, interest margins or fees referenced in clauses (x) and (y) of Section 2.26(a), and which, except to the extent expressly contemplated by the last sentence of this Section 2.26(c) and notwithstanding anything to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Revolving Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. Subject to the requirements of this Section 2.26 and without limiting the generality or applicability of Section 10.1 to any Section 2.26 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such Maturity Date.additional amendment, a “
Appears in 2 contracts
Samples: Asset Based Revolving Credit Agreement (Revlon Consumer Products Corp), Asset Based Revolving Credit Agreement (Revlon Consumer Products Corp)
Extension of Revolving Commitments. In the case of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swing Line Loan as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each the Issuing BankBank and the Swing Line Lender; and
(v) at no time shall there be more than five (5) different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Authentic Brands Group Inc.), First Lien Credit Agreement (Advantage Solutions Inc.)
Extension of Revolving Commitments. In Any Borrower may at any time and from time to time request that all or a portion of the case Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any Extension payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments and/or (any such Revolving LoansCommitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.24. In order to establish any Extended Revolving Commitments, the following relevant Borrower shall apply:
provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment maturity date of the Revolving Loans attributable to the non-extended Extended Revolving Commitments on may be delayed to a later date than the relevant Maturity Date;
(ii) the allocation maturity date of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the remaining Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a ratable pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in accordance no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the relative amounts thereof until the Maturity Date relating to such non-extended foregoing. Any Extended Revolving Commitments has occurred;
amended pursuant to any Revolver Extension Request shall be designated a series (iiieach, a “Revolver Extension Series”) no termination of extended Extended Revolving Commitments and no repayment for all purposes of extended Revolving Loans accompanied by a corresponding permanent reduction in extended this Agreement; provided that any Extended Revolving Commitments shall amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), designated as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid an increase in full);
(iv) the Maturity Date any previously established Revolver Extension Series with respect to the such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments may incurred under this Section 2.24 shall be in an aggregate principal amount that is not be extended without less than $5,000,000 or, in the prior written consent case of each Issuing Bank; and
(v) at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Extended Revolving Commitments exceeds denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Revolving Commitment as a result Dollar Equivalent of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date$5,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Galleria Co.), Credit Agreement (Coty Inc.)
Extension of Revolving Commitments. In the case of The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the non-extended scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments on the relevant Maturity Date;
(iiany such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) the allocation of the participation exposure and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any then-existing or subsequently issued or made Letter Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of Credit as between such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such new tranche and the remaining Existing Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Class; provided, as applicablehowever, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization Classes of Revolving Commitments exceeds hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitment as a result Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the occurrence items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) (x) except as provided under sub-clause (y) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (y) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (A) with respect to (1) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (2) repayments made in connection with any refinancing of Extended Revolving Commitments or (B) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (iii), with all other Revolving Commitments and (iv) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (2) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (2), with respect to (x) covenants and other terms applicable solely to any tranche period after the Latest Maturity Date in respect of Revolving Commitments while an extended tranche in effect immediately prior to such Extension Amendment or (y) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of any Existing Revolving Class, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments remains outstanding, (including the Borrower shall make Closing Date Revolving Facility)) or (3) such payments terms as are necessary reasonably satisfactory to the Administrative Agent (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in order the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to eliminate such excess on such Maturity DateExisting Revolving Class.
Appears in 2 contracts
Samples: Credit Agreement (Cushman & Wakefield PLC), Credit Agreement (Cushman & Wakefield PLC)
Extension of Revolving Commitments. In the case of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swing Line Loan as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing BankBank and the Swing Line Lender; and
(v) at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date.
Appears in 2 contracts
Samples: First Lien Credit Agreement (WCG Clinical, Inc.), First Lien Credit Agreement (WCG Clinical, Inc.)
Extension of Revolving Commitments. In the case of The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the non-extended scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments on the relevant Maturity Date;
(iiany such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) the allocation of the participation exposure and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any then-existing or subsequently issued or made Letter Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of Credit as between such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such new tranche and the remaining Existing Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Class; provided, as applicablehowever, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than five four (4) different tranches Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all Borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments. If the Total Utilization No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments exceeds from the Existing Revolving Commitment Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolving Extension Series with respect to any tranche of such Existing Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity DateClass.
Appears in 2 contracts
Samples: Credit Agreement (GreenSky, Inc.), Credit Agreement (GreenSky, Inc.)
Extension of Revolving Commitments. In the case The Borrower Representative may at any time and from time to time request that all or a portion of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall a given Class (each, an “Existing Revolver Tranche”) be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating converted or exchanged to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) extend the Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Revolving Credit Commitments, the Borrower Representative shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the Maturity Date of the Extended Revolving Credit Commitments may not be extended without delayed to a later date than the prior written consent Maturity Date of each Issuing Bankthe Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; and
(v) provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder which have more than five (5) different tranches Maturity Dates; (ii) the Yield with respect to extensions of credit under the Extended Revolving Commitments. If Credit Commitments (whether in the Total Utilization form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Yield for extensions of credit under the Revolving Commitments exceeds of such Existing Revolver Tranche, in each case, to the Revolving Commitment as a result extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the occurrence Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Credit Commitments while proposed to be incurred under this Section 2.26 shall be in an extended tranche of Revolving Commitments remains outstanding, aggregate principal amount that is not less than $5,000,000 (it being understood that the Borrower shall make actual principal amount thereof provided by the applicable Lenders may be lower than such payments as are necessary in order to eliminate such excess on such Maturity Dateminimum amount).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.), Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Extension of Revolving Commitments. The Company may, at any time and from time to time, request that all or a portion of the Revolving Facility (each, an “Existing Revolver Tranche”) be amended to extend the Maturity Date with respect to all or a portion of any principal amount of the Commitments under the Revolving Facility (any such Commitments under the Revolving Facility which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.18. In order to establish any Extended Revolving Commitments, the Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Company and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case of any may be) with such other terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as those applicable to the Existing Revolver Tranche subject to such Revolver Extension of Revolving Commitments and/or Revolving LoansRequest (and related outstandings) (as reasonably determined by the Company), the following shall apply:
including: (i) all borrowings and all prepayments the Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Loans shall continue to Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be made on a ratable basis among all Revolving Lendersdifferent than the Effective Yield, based on the relative amounts pricing, optional redemption or prepayment terms, for extensions of their Revolving Commitments, until the repayment of credit under the Revolving Loans attributable Facility of such Existing Revolver Tranche, in each case, to the non-extended Revolving Commitments on extent provided in the relevant Maturity Date;
applicable Extension Amendment; (ii) the allocation Extension Amendment may provide for other covenants (as determined by the Company and Extending Revolving Lenders) and
(1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the participation exposure Revolving Facility (and related outstandings), the Refinancing Revolving Commitments of a given Refinancing Series (and related outstandings) or the Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Maturity Date and (C) repayments made in connection with a permanent repayment and termination of commitments under the Revolving Facility, the Refinancing Revolving Commitments of a given Refinancing Series or the Extended Revolving Commitments of a given Extension Series, in each case having an earlier Maturity Date (subject to clause (3) below)) of Loans with respect to any then-existing or subsequently issued or made Letter of Credit as between the Extended Revolving Commitments of a given Extension Series after the date of obtaining such new tranche and the remaining Extended Revolving Commitments shall be made on a ratable pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, (2) subject to the provisions of Section 2.03(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series and/or Refinancing Revolving Commitments of a given Refinancing Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments and Refinancing Revolving Commitments in accordance with their percentage of the relative amounts thereof until Commitments under the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment applicable Classes (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reductionexcept as provided in Section 2.03(l), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments may not and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, except that the Company shall be extended without permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the prior written consent same assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of each Issuing BankExtended Revolving Commitments (and related outstandings) and Refinancing Revolving Commitments (and related outstandings); and
provided, further, that (vA) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, Extended Revolving Commitments of each Extension Series and Refinancing Revolving Commitments of each Refinancing Series) which have more than five different tranches Maturity Dates and (D) all documentation in respect of Revolving Commitmentssuch Extension Amendment shall be consistent with the foregoing. If the Total Utilization of Any Extended Revolving Commitments exceeds amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the Revolving Commitment extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments while incurred under this Section 2.18 shall be in an extended tranche aggregate principal amount that is not less than $10,000,000 (or, if less, the entire principal amount of the Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order being extended pursuant to eliminate such excess on such Maturity Datethis under Section 2.18(b)).
Appears in 2 contracts
Samples: Credit Agreement (SS&C Technologies Holdings Inc), Credit Agreement (SS&C Technologies Holdings Inc)
Extension of Revolving Commitments. In the case The Borrower may at any time and from time to time request that all or a portion of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall a given Class (each, an “Existing Revolver Tranche”) be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating amended to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) extend the Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.28. In order to establish any Extended Revolving Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with such other terms substantially identical to, or taken as a whole, not materially more favorable (as reasonably determined by the Borrower) to the Extending Revolving Lender, as the original Revolving Commitments (and related outstandings) unless the existing Lenders receive the benefit of such favorable terms or for covenants and other provisions applicable only to periods after the Latest Maturity Date: (i) the Maturity Date of the Extended Revolving Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments may not be extended without of such Existing Revolver Tranche, to the prior written consent of each Issuing Bankextent provided in the applicable Extension Amendment; and
(v) provided, however, that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization Classes of Revolving Commitments exceeds hereunder (including Extended Revolving Commitments) which have more than three (3) different Latest Maturity Dates; (ii) the All-In Yield, pricing, optional redemption or prepayment terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitment Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants (as a result determined by the Borrower and Lenders extending) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the occurrence Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and mandatory repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments and (III) repayments made in connection with a permanent repayment and termination of non-extended Revolving Commitments); provided, further, that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder, (B) any such Extended Revolving Commitments (and the Liens securing the same) shall be permitted by the terms of any intercreditor arrangements applicable to the Existing Revolver Tranche then in effect and (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments while incurred under this Section 2.28 shall be in an extended tranche of Revolving Commitments remains outstandingaggregate principal amount that is not less than $10,000,000 (or, if less, the Borrower shall make such payments as are necessary in order entire principal amount of the Indebtedness being extended pursuant to eliminate such excess on such Maturity Datethis Section 2.28(b)).
Appears in 2 contracts
Samples: First Lien Credit Agreement (EVO Payments, Inc.), First Lien Credit Agreement (EVO Payments, Inc.)
Extension of Revolving Commitments. In the case of The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the non-extended scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments on the relevant Maturity Date;
(iiany such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) the allocation of the participation exposure and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any then-existing or subsequently issued or made Letter Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of Credit as between such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “ Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such new tranche and the remaining Existing Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Class; provided, as applicablehowever, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than five four (4) different tranches Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments. If the Total Utilization No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments exceeds from the Existing Revolving Commitment Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolving Extension Series with respect to any tranche of such Existing Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity DateClass.
Appears in 2 contracts
Samples: Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc)
Extension of Revolving Commitments. In (a) The Borrower may, at any time and from time to time (but in no event more than once in any calendar year with respect to the case Revolving Facility), request that all or a portion of any the Revolving Commitments of a given Class be amended to extend the maturity date with respect to all or a portion of such Revolving Commitments by a period of one (1) year (each, an “Extension Request”), which such Extension Request shall include (i) the applicable Class of Revolving Commitments and/or requested to be extended and (ii) the proposed date of effectiveness of such extension (the “Extension Date”). The Administrative Agent shall promptly notify each Revolving LoansLender of such Class of such request, and each such Revolving Lender shall in turn, in its sole discretion, not later than thirty (30) days of receipt of such notification from the Administrative Agent, notify the Borrower and the Administrative Agent in writing as to whether such Revolving Lender will consent to such extension. If any Revolving Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of such maturity date within such thirty (30) day period, such Revolving Lender shall be deemed to be a Non-Extending Lender and only the Revolving Commitments of such Class of those Revolving Lenders which have responded affirmatively (each such Lender, an “Extending Lender”) shall be extended, subject to the satisfaction (or waiver) of the conditions set forth in Section 2.25(b) (any such Revolving Commitments so extended, “Extended Revolving Commitments”).
(b) The applicable Extended Revolving Commitments shall become effective upon receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit D hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the following shall applyAdministrative Agent and each of the Extending Lenders with respect to the applicable Extension Request; provided that:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment each of the Revolving Loans attributable conditions set forth in Section 4.02 (other than, with respect to Section 4.02(b), the non-extended Revolving Commitments on the relevant Maturity Daterepresentations and warranties set forth in Sections 3.04(b) and 3.06) shall be satisfied;
(ii) no Default or Event of Default shall have occurred and be continuing or would result from such extension of Revolving Commitments; and
(iii) the allocation extended maturity date thereunder shall not be a date later than the fifth anniversary of the participation exposure with respect applicable Extension Date.
(c) No extension of any Class of Revolving Commitments pursuant to this Section 2.25 shall be legally binding on any then-existing or subsequently issued or made Letter party hereto unless and until such Extension Agreement is so executed and delivered by Lenders having greater than 50% of Credit as between the aggregate amount of the Revolving Commitments of such new tranche and the remaining applicable Class. The Borrower may obtain the signatures of Lenders having greater than 50% of the aggregate amount of the Revolving Commitments shall be made on a ratable basis in accordance with of the relative amounts thereof until the Maturity Date relating applicable Class by requiring any Lender that has failed to consent to such nonExtension Agreement (such Lender, a “Non-extended Revolving Commitments has occurred;
(iiiExtending Lender”) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of to assign its Revolving Loans and its Revolving Commitments of the applicable Class hereunder to one or more assignees reasonably acceptable to (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(ivx) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent Administrative Agent (unless such assignee is a Lender or an Affiliate of a Lender) and (y) each Issuing Bank; and
provided that: (vi) at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result all Loan Obligations of the occurrence Borrower owing to such Non-Extending Lender of such Class being replaced shall be paid in full in same day funds to such Non-Extending Lender concurrently with such assignment, (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Extending Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and the replacement Lender or, at the option of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstandingBorrower, the Borrower shall make pay any amount required by Section 2.16, if applicable and (iii) the replacement Lender shall execute and deliver such payments as are Extension Agreement. No action by or consent of any Non-Extending Lender shall be necessary in order connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, the Administrative Agent, such Non-Extending Lender and the replacement Lender shall otherwise comply with Section 10.04; provided that if such Non-Extending Lender does not comply with Section 10.04 within five (5) Business Days after the Borrower’s request, compliance with Section 10.04 (but only on the part of the Non-Extending Lender) shall not be required to eliminate effect such excess assignment.
(d) If any Lender rejects, or is deemed to have rejected, the Borrower’s proposal to extend its Revolving Commitment of any Class, (i) this Agreement shall terminate on the Revolving Maturity Date then in effect with respect to such Lender’s Revolving Commitment of such Class, (ii) the Borrower shall pay to such Lender on such Revolving Maturity DateDate any amounts due and payable to such Lender with respect its Revolving Commitment of such Class on such date and (iii) the Borrower may, if it so elects, designate a Person not theretofore a Lender and reasonably acceptable to the Administrative Agent (unless such Person is an Affiliate of a Lender) (such approval not to be unreasonably withheld or delayed) and each Issuing Bank (such approval not to be unreasonably withheld or delayed) to become a Lender, or agree with an existing Lender that such Lender’s applicable Revolving Commitment shall be increased; provided that any designation or agreement may not increase the Revolving Commitment; provided, further, that any Non-Extending Lender (including any direct or indirect assignee of any Non-Extending Lender) may, with the written consent of the Borrower, elect at any time prior to the applicable Revolving Maturity Date then applicable to its Revolving Commitments of such Class to consent to the Borrower’s prior Extension Request by delivering a written notice to such effect to the Borrower and the Administrative Agent, and upon the receipt by the Borrower and the Administrative Agent of such notice, the applicable Revolving Maturity Date of each such Non-Extending Lender shall be extended to the date indicated in the applicable Extension Request and such Non-Extending Lender shall be deemed to be an Extending Lender for all purposes hereunder. On the date of termination of any Lender’s Revolving Commitment of the applicable Class as contemplated by this subsection (d), the respective participations of the other Lenders in all outstanding Letters of Credit under the applicable Class shall be redetermined on the basis of their respective Revolving Commitments with respect to such Class after giving effect to such termination, and the participation therein of the Lender whose Revolving Commitment of the applicable Class is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit under the Revolving Facility within the limits of the Revolving Commitments which are not terminated, prepay on such date a portion of the outstanding Revolving Loans under the Revolving Facility, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its having done so.
(e) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each Extension Agreement pursuant to this Section 2.25.
Appears in 2 contracts
Samples: Credit Agreement (IHS Markit Ltd.), Credit Agreement (IHS Markit Ltd.)
Extension of Revolving Commitments. In the case of The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the non-extended scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments on the relevant Maturity Date;
(iiany such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) the allocation of the participation exposure and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any then-existing or subsequently issued or made Letter Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of Credit as between such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such new tranche and the remaining Existing Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Class; provided, as applicablehowever, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization Classes of Revolving Commitments exceeds hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitment as a result Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the occurrence items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) (x) except as provided under sub-clause (y) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (y) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (A) with respect to (1) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (2) repayments made in connection with any refinancing of Extended Revolving Commitments or (B) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (iii), with all other Revolving Commitments and (iv) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (2) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (2), with respect to (x) covenants and other terms applicable solely to any tranche period after the Latest Maturity Date in respect of Revolving Commitments while an in effect immediately prior to such Extension Amendment or (y) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of any Existing Revolving Class, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility (including the Closing Date Revolving Facility)) or (3) such terms as are reasonably satisfactory to the Required Lenders (provided that, at Borrower’s election, to the extent any term or provision that is more restrictive to the Borrower and its Subsidiaries than the terms and provisions hereunder is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Required Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders under each Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended tranche pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments remains outstandingfrom the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the Borrower shall make extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such payments as are necessary in order to eliminate such excess on such Maturity DateExisting Revolving Class.
Appears in 2 contracts
Samples: Credit Agreement (LifeStance Health Group, Inc.), Credit Agreement (LifeStance Health Group, Inc.)
Extension of Revolving Commitments. The Borrowers’ Agent may, at any time and from time to time, request that all or a portion of any Revolving Facility (each, an “Existing Revolver Tranche”) be amended to extend the Revolver Termination Date with respect to all or a portion of any principal amount of the Revolving Commitments under such Revolving Facility (any such Revolving Commitments under a Revolving Facility which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.11(k). In order to establish any Extended Revolving Commitments, Company shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by Company and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case of any may be) with such other terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as those applicable to the Existing Revolver Tranche subject to such Revolver Extension of Revolving Commitments and/or Revolving LoansRequest (and related outstandings) (as reasonably determined by Company), the following shall apply:
including: (i) all borrowings and all prepayments pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Loans shall continue to Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be made on a ratable basis among all different than the pricing, optional redemption or prepayment terms, for extensions of credit under any Revolving LendersFacility of such Existing Revolver Tranche, based on the relative amounts of their Revolving Commitmentsin each case, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on extent provided in the relevant Maturity Date;
applicable Extension Amendment; (ii) the allocation Extension Amendment may provide for other covenants (as determined by Company and Extending Revolving Lenders) and terms that apply solely to any period after the latest Revolver Termination Date that is in effect on the effective date of the participation exposure Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iii)
(1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the Revolver Termination Date of such Revolving Facility (and related outstandings) or the Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Revolver Termination Date and (C) repayments made in connection with a permanent repayment and termination of commitments under such Revolving Facility or the Extended Revolving Commitments of a given Extension Series, in each case having an earlier Revolver Termination Date (subject to clause (3) below)) of Loans with respect to any then-existing or subsequently issued or made Letter of Credit as between the Extended Revolving Commitments of a given Extension Series after the date of obtaining such new tranche and the remaining Extended Revolving Commitments shall be made on a ratable pro rata basis with the Existing Revolver Tranche, (2) subject to the provisions of Section 2.11 to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series, all Letters of Credit issued under the Existing Revolver Tranche shall be participated on a pro rata basis by all Lenders with Revolving Commitments under the Existing Revolver Tranche and Extended Revolving Commitments in accordance with their percentage of the relative amounts thereof until Commitments under the Maturity applicable Revolving Facilities (and except as provided in Section 2.1, without giving effect to changes thereto on an earlier Revolver Termination Date relating with respect to such non-extended Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment a given Extension Series after the date of extended Revolving Loans accompanied by a corresponding permanent reduction in extended obtaining such Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least made on a pro rata termination or permanent repayment (basis with the Existing Revolver Tranche, except that Company shall be permitted to permanently repay and corresponding terminate commitments of the Existing Revolver Tranche on a greater than a pro rata permanent reduction), basis as applicable, compared to any other such Revolving Facility with a later Revolver Termination Date and (4) assignments and participations of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Extended Revolving Commitments and Extended Revolving Loans shall have otherwise been terminated be governed by the same assignment and repaid in full);
(iv) the Maturity Date with respect participation provisions applicable to the Existing Revolver Tranche (and related outstandings); provided, further, that (A) no Event of Default or Unmatured Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments may not of a given Revolver Extension Series at the time of establishment thereof be extended without earlier than the prior written consent Revolver Termination Date of each Issuing Bank; and
the applicable Existing Revolver Tranche, (vC) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments and Extended Revolving Commitments of each Extension Series) which have more than five different tranches Revolver Termination Dates and (D) all documentation in respect of Revolving Commitmentssuch Extension Amendment shall be consistent with the foregoing. If the Total Utilization of Any Extended Revolving Commitments exceeds amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the Revolving Commitment extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments while incurred under this Section 2.15 shall be in an extended tranche aggregate principal amount that is not less than $100,000,000 (or, if less, the entire principal amount of the Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order being extended pursuant to eliminate such excess on such Maturity Datethis Section 2.15(b)).
Appears in 2 contracts
Samples: Credit Agreement (Owens-Illinois Group Inc), Credit Agreement (Owens-Illinois Group Inc)
Extension of Revolving Commitments. In The Borrower may at any time and from time to time request that all or a portion of the case Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled Revolving Maturity Date(s) with respect to all or a portion of any Extension principal amount of such Revolving Commitments and/or (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”, and any Loans made pursuant thereto, “Extended Revolving Loans” and, together with the Extended Term Loans, the following “Extended Loans”) and to provide for other terms consistent with this Section 2.23. In order to establish any Extended Revolving Commitments, the Borrower shall apply:
provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment Maturity Date of the Revolving Loans attributable to the non-extended Extended Revolving Commitments on may be delayed to a later date than the relevant Maturity Date;
(ii) the allocation Date of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Existing Revolver Tranche, as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without extent provided in the prior written consent of each Issuing Bankapplicable Extension Amendment; and
(v) provided however that at no time shall there be Classes of Extended Revolving Commitments and Other Revolving Commitments hereunder which have more than five (5) different tranches Maturity Dates; (ii) the all-in yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the all-in yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments. If ); and (iv) all borrowings under the Total Utilization of applicable Revolving Commitments exceeds (i.e., the Existing Revolver Tranche and the Extended Revolving Commitment as a result Commitments of the occurrence applicable Revolver Extension Series) and repayments and commitment reductions thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments and (III) repayments made in connection with a permanent repayment and termination of non-extended Revolving Commitments of the applicable Existing Revolver Tranche); provided further that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) such Extended Revolving Commitments of any given Revolver Extension Series at the time of establishment thereof do not mature earlier than the Maturity Date of the Existing Revolver Tranche and (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstandingRevolver Extension Request, which may be waived by the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Dateits sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (Ani Pharmaceuticals Inc), Credit Agreement (Ani Pharmaceuticals Inc)
Extension of Revolving Commitments. In the case of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the any non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swing Line Loan as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each the Issuing BankBanks and the Swing Line Lender; and
(v) at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the aggregate Revolving Commitment Commitments as a result of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Milan Laser Inc.), Credit and Guaranty Agreement (Milan Laser Inc.)
Extension of Revolving Commitments. In The Borrower may, at any time and from time to time, request that all or a portion of the case Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the maturity date with respect to all or a portion of any Extension principal amount of such Revolving Commitments and/or (any such Revolving LoansCommitments which have been so amended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.29. In order to establish any Extended Revolving Credit Commitments, the following Borrower shall apply:
provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment maturity date of the Extended Revolving Loans attributable Credit Commitments shall be delayed to a later date than the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation maturity date of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Existing Revolver Tranche, as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without extent provided in the prior written consent of each Issuing Bankapplicable Extension Amendment; and
(v) provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Facilities and Extended Revolving Credit Commitments) which have more than five (5) different tranches of Revolving Commitments. If maturity dates; (ii) the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date effective yield with respect to any tranche extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the effective yield for extensions of credit under the Revolving Commitments while an extended tranche of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the 72 applicable Revolving Commitments remains outstanding(i.e., the Borrower Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall make be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the maturity date of the non-extending Revolving Commitments); provided, further, that (A) no Default or Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of such payments Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as are necessary an increase in order any previously established Revolver Extension Series with respect to eliminate such excess on such Maturity DateExisting Revolver Tranche. Each Revolver Extension Series of Extended Revolving Credit Commitments incurred under this Section 2.29 shall be in an aggregate principal amount that is not less than $10,000,000.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Delta Air Lines Inc /De/)
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the maturity date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Revolving Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to an Revolver Extension Request, and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case of any Extension of may be) with such other terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Lender, as the original Revolving Loan Commitments and/or Revolving Loans, the following shall apply:
(and related outstandings): (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment maturity date of the Revolving Loans attributable to the non-extended Extended Revolving Commitments on may be delayed to a later date than the relevant Maturity Date;
(ii) the allocation maturity date of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Existing Revolver Tranche, as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without extent provided in the prior written consent of each Issuing Bankapplicable Extension Amendment; and
(v) provided, however, that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization Classes of Revolving Commitments exceeds hereunder (including Extended Revolving Commitments) which have more than four different maturity dates; (ii) the Revolving Commitment as a result of the occurrence of the Maturity Date All-In Yield, pricing, optional redemption or prepayment terms, with respect to any tranche extensions of credit under the Extended Revolving Commitments while an extended tranche (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments remains outstandingof such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants (as determined by the Borrower and Lenders extending) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Borrower Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall make such be made on a pro rata basis (except for (I) payments as are necessary in order to eliminate such excess of interest and fees at different rates on such Maturity Date.Extended Revolving Commitments (and related outstandings),
Appears in 1 contract
Samples: Credit Agreement (Blue Bird Corp)
Extension of Revolving Commitments. The Borrower may, at any time and from time to time, request that all or a portion of the Revolving Facility (each, an “Existing Revolver Tranche”) be amended to extend the Revolver Maturity Date with respect to all or a portion of any principal amount of the Revolving Commitments under the Revolving Facility (any such Revolving Commitments under the Revolving Facility which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Revolving Commitments, the Borrower shall provide a notice to the Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms (which prepayment terms shall not be more favorable than in the existing Revolving Loans), final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case of any may be) with such other terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as those applicable to the Existing Revolver Tranche subject to such Revolver Extension of Revolving Commitments and/or Revolving LoansRequest (and related outstandings) (as reasonably determined by the Borrower), the following shall apply:
including: (i) all borrowings and all prepayments the Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Loans shall continue to Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be made on a ratable basis among all Revolving Lendersdifferent than the Effective Yield, based on the relative amounts pricing, optional redemption or prepayment terms, for extensions of their Revolving Commitments, until the repayment of credit under the Revolving Loans attributable Facility of such Existing Revolver Tranche, in each case, to the non-extended Revolving Commitments on extent provided in the relevant Maturity Date;
applicable Extension Amendment; (ii) the allocation Extension Amendment may provide for other covenants (as determined by the Borrower and Extending Revolving Lenders) and terms that apply solely to
(1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the participation exposure Revolver Maturity Date (and related outstandings) or the Extended Revolving Commitments of a given Revolver Extension Series (and related outstandings), in each case having an earlier Maturity Date and (C) repayments made in connection with a permanent repayment and termination of commitments under the Revolving Facility or the Extended Revolving Commitments of a given Revolver Extension Series, in each case having an earlier Maturity Date (subject to clause (3) below)) of Loans with respect to any then-existing or subsequently issued or made Letter of Credit as between the Extended Revolving Commitments of a given Revolver Extension Series after the date of obtaining such new tranche and the remaining Extended Revolving Commitments shall be made on a ratable pro rata basis with the Revolving Commitments and all other classes of Extended Revolving Commitments then existing, (2) subject to the provisions of Section 2.11 to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Revolver Extension Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments in accordance with their percentage of the relative amounts thereof until Commitments under the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment applicable classes (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)except as provided in Section 2.11, as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Revolver Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments may not and all other classes of Extended Revolving Commitments then existing, except that the Borrower shall be extended without permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the prior written consent same assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of each Issuing BankExtended Revolving Commitments (and related outstandings); and
provided, further, that (vA) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, Extended Revolving Commitments of each Revolver Extension Series) which have more than five different tranches Maturity Dates and (D) all documentation in respect of Revolving Commitmentssuch Extension Amendment shall be consistent with the foregoing. If the Total Utilization of Any Extended Revolving Commitments exceeds amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided, that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the Revolving Commitment extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments while incurred under this Section 2.16 shall be in an extended tranche aggregate principal amount that is not less than $5,000,000 (or, if less, the entire principal amount of the Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order being extended pursuant to eliminate such excess on such Maturity Datethis under Section 2.16(b)).
Appears in 1 contract
Extension of Revolving Commitments. In the case of (b) . The Lead Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the non-extended scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments on the relevant Maturity Date;
(iiany such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) the allocation of the participation exposure and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any then-existing or subsequently issued or made Letter Extended Revolving Commitments, the Lead Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of Credit as between such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such new tranche and the remaining Existing Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Class; provided, as applicablehowever, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than five four (4) different tranches Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Revolving Commitments contain a Previously Absent Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Covenant shall be included for the benefit of each Class of Revolving Commitments. If the Total Utilization No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments exceeds from the Existing Revolving Commitment Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolving Extension Series with respect to any tranche of such Existing Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity DateClass.
Appears in 1 contract
Samples: Credit Agreement (Chobani Inc.)
Extension of Revolving Commitments. 119
(a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing Revolving Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (A) the interest margins with respect to the Extended Revolving Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date).
(b) The Borrower shall provide the applicable Extension Request at least 10 Business Days (or such shorter period as the Administrative Agent may agree to) prior to the date on which Lenders under the applicable Existing Revolving Tranche or Existing Revolving Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Revolving Tranche shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Revolving Tranche. In the case event that the aggregate amount of any the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Revolving Commitments and/or Revolving LoansTranches requested pursuant to the Extension Request, the following Specified Existing Tranches subject to Extension Elections shall apply:be converted to Extended Revolving Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. In connection with any extension of Loans pursuant to this Section 2.26 (each, an “Extension”), the Borrower shall agree to such procedures regarding timing, rounding and other administrative adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, as may be established by, or acceptable to, the Administrative Agent and the Borrower, in each case acting reasonably to accomplish the purposes of this Section 2.26; provided, that no such Extension and no amendments relating thereto (including any Section 2.26 Additional Amendments) shall become effective, unless
(i) all borrowings and all prepayments of Revolving Loans to the extent reasonably requested by the Administrative Agent, the Borrower shall continue deliver or cause to be made on a ratable basis among all Revolving Lendersdelivered
(A) customary legal opinions with respect to the due authorization, based on execution and delivery by the relative amounts of their Revolving Commitments, until Borrower and each other Loan Party to be party thereto and the repayment enforceability of the Revolving Loans attributable to applicable Extension Amendment or Section 2.26 Additional Amendment, as applicable, the non-extended Revolving Commitments on conflict of the relevant Maturity Date;execution, delivery of and performance of payment obligations under such documentation with this Agreement and with the organizational documents of the Loan Parties and the effectiveness of the Guarantee and Collateral Agreement to create a valid security interest, and the effectiveness of specified other Security Documents to perfect such security interests, in specified Collateral to secure the Obligations, including the extensions of credit under such Extension Amendment or Section 2.26 Additional Amendment, as applicable,
(B) certified copies of the resolutions or other applicable corporate action of each applicable Loan Party approving its entry into such documents and the transactions contemplated by such Extension or such amendment, and
(C) customary reaffirmation agreements and/or such amendments, supplements or modifications to the Security Documents as may be reasonably necessary or advisable to ensure that each Extending Lender is provided with the benefits of the applicable Loan Documents and each then existing Secured Party continues to be provided with the benefit of the applicable Loan Documents, and
(ii) the allocation of the participation exposure with respect conditions set forth in Section 2.34 shall be satisfied, if applicable.
(c) Extended Revolving Tranches shall be established pursuant to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche an amendment (an “Extension Amendment”) to this Agreement and the remaining Revolving Commitments shall be made on a ratable basis other Loan Documents (which may include amendments to provisions related to maturity, interest margins or fees referenced in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
clauses (iiix) no termination and (y) of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reductionSection 2.26(a), as applicableand which, except to the extent expressly contemplated by the last sentence of each this Section 2.26(c) and notwithstanding anything to the contrary set forth in Section 10.1, shall not require the consent of any Lender other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) than the Maturity Date Extending Lenders with respect to the Extended Revolving Commitments may not be extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. Subject to the requirements of this Section 2.26 and without limiting the prior written consent generality or applicability of each Issuing Bank; and
(v) at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect Section 10.1 to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstandingSection 2.26 Additional Amendments, the Borrower shall make any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such payments as are necessary in order to eliminate such excess on such Maturity Date.additional amendment, a “
Appears in 1 contract
Extension of Revolving Commitments. In the case of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit Credit, Swing Line Loan or Protective Advance as between the Revolving Commitments of such new extended tranche and the remaining non-extended Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred, it being understood that the obligations of any Issuing Bank or Swing Line Lender may not be extended beyond the Maturity Date relating to the non-extended Revolving Commitments pursuant to this Section 2.18 without the consent of such Issuing Bank or Swing Line Lender;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment Line Cap as a result of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date.
Appears in 1 contract
Samples: Abl Revolving Credit Agreement (Petco Health & Wellness Company, Inc.)
Extension of Revolving Commitments. The Borrower may, at any time and from time to time, request that all or a portion of the Revolving Facility (each, an “Existing Revolver Tranche”) be amended to extend the Revolver Maturity Date with respect to all or a portion of any principal amount of the Revolving Commitments under the Revolving Facility (any such Revolving Commitments under the Revolving Facility which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Revolving Commitments, the Borrower shall provide a notice to the Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms (which prepayment terms shall not be more favorable than in the existing Revolving Loans), final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case of any may be) with such other terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as those applicable to the Existing Revolver Tranche subject to such Revolver Extension of Revolving Commitments and/or Revolving LoansRequest (and related outstandings) (as reasonably determined by the Borrower), the following shall apply:
including: (i) all borrowings and all prepayments the Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Loans shall continue to Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be made on a ratable basis among all Revolving Lendersdifferent than the Effective Yield, based on the relative amounts pricing, optional redemption or prepayment terms, for extensions of their Revolving Commitments, until the repayment of credit under the Revolving Loans attributable Facility of such Existing Revolver Tranche, in each case, to the non-extended Revolving Commitments on extent provided in the relevant Maturity Date;
applicable Extension Amendment; (ii) the allocation Extension Amendment may provide for other covenants (as determined by the Borrower and Extending Revolving Lenders) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the participation exposure Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iii) (1) the borrowing -40- and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the Revolver Maturity Date (and related outstandings) or the Extended Revolving Commitments of a given Revolver Extension Series (and related outstandings), in each case having an earlier Maturity Date and (C) repayments made in connection with a permanent repayment and termination of commitments under the Revolving Facility or the Extended Revolving Commitments of a given Revolver Extension Series, in each case having an earlier Maturity Date (subject to clause (3) below)) of Loans with respect to any then-existing or subsequently issued or made Letter of Credit as between the Extended Revolving Commitments of a given Revolver Extension Series after the date of obtaining such new tranche and the remaining Extended Revolving Commitments shall be made on a ratable pro rata basis with the Revolving Commitments and all other classes of Extended Revolving Commitments then existing, (2) subject to the provisions of Section 2.11 to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Revolver Extension Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments in accordance with their percentage of the relative amounts thereof until Commitments under the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment applicable classes (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)except as provided in Section 2.11, as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Revolver Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments may not and all other classes of Extended Revolving Commitments then existing, except that the Borrower shall be extended without permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the prior written consent same assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of each Issuing BankExtended Revolving Commitments (and related outstandings); and
provided, further, that (vA) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, Extended Revolving Commitments of each Revolver Extension Series) which have more than five different tranches Maturity Dates and (D) all documentation in respect of Revolving Commitmentssuch Extension Amendment shall be consistent with the foregoing. If the Total Utilization of Any Extended Revolving Commitments exceeds amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided, that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the Revolving Commitment extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments while incurred under this Section 2.16 shall be in an extended tranche aggregate principal amount that is not less than $5,000,000 (or, if less, the entire principal amount of the Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order being extended pursuant to eliminate such excess on such Maturity Date.this under Section 2.16(b)). -41-
Appears in 1 contract
Extension of Revolving Commitments. In (a) The Borrower may, at any time and from time to time (but in no event more than once in any calendar year with respect to each Revolving Facility), request that all or a portion of the case Revolving Commitments of any a given Class be amended to extend the maturity date with respect to all or a portion of such Revolving Commitments by a period of one (1) year (each, an “Extension Request”), which such Extension Request shall include (i) the applicable Class of Revolving Commitments and/or requested to be extended and (ii) the proposed date of effectiveness of such extension (the “Extension Date”). The Administrative Agent shall promptly notify each Lender of such Class of such request, and each such Lender shall in turn, in its sole discretion, not later than thirty (30) days of receipt of such notification from the Administrative Agent, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of such maturity date within such thirty (30) day period, such Lender shall be deemed to be a Non-Extending Lender and only the Revolving LoansCommitments of such Class of those Lenders which have responded affirmatively (each such Lender, an “Extending Lender”) shall be extended, subject to the satisfaction (or waiver) of the conditions set forth in Section 2.29(b) (any such Revolving Commitments so extended, “Extended Revolving Credit Commitments”).
(b) The applicable Extended Revolving Credit Commitments shall become effective upon receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit D hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the following shall applyAdministrative Agent and each of the Extending Lenders with respect to the applicable Extension Request; provided that:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment each of the Revolving Loans attributable conditions set forth in Section 4.02 (other than, with respect to Section 4.02(b), the non-extended Revolving Commitments on the relevant Maturity Daterepresentations and warranties set forth in Sections 3.04(b) and 3.06(a)) shall be satisfied;
(ii) no Default or Event of Default shall have occurred and be continuing or would result from such extension of Revolving Commitments; provided, for the allocation avoidance of doubt, that no Default or Event of Default in respect of Section 6.03 shall have occurred and be continuing nor result from the making of such Borrowing on and as of the participation exposure applicable Increase Effective Date, without giving effect to any Collateral Coverage Ratio Cure Period; and
(iii) (x) with respect to any thenExtension Request under the LC Tranche Facility, the extended maturity date thereunder shall not be a date later than the third anniversary of the applicable Extension Date, (y) with respect to any Extension Request under the 3-existing or subsequently issued or made Letter Year2024 Revolving Facility, the extended maturity date thereunder shall not be a date later than the third anniversary of Credit as between the applicable Extension Date and (z) with respect to any Extension Request under the 5-Year2023 Revolving Facility, the extended maturity date thereunder shall not be a date later than the fifth anniversary of the applicable Extension Date.
(c) No extension of any Class of Revolving Commitments pursuant to this Section 2.29 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Lenders having greater than 50% of the aggregate amount of the Revolving Commitments of such new tranche and the remaining applicable Class. The Borrower may obtain the signatures of Lenders having greater than 50% of the aggregate amount of the Revolving Commitments shall be made on a ratable basis in accordance with of the relative amounts thereof until the Maturity Date relating applicable Class by requiring any Lender that has failed to consent to such nonExtension Agreement (such Lender, a “Non-extended Revolving Commitments has occurred;
(iiiExtending Lender”) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of to assign its Revolving Loans and its Revolving Commitments of the applicable Class hereunder to one or more assignees reasonably acceptable to (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(ivx) the Maturity Date Administrative Agent (unless such assignee is a Lender or an Affiliate of a Lender) and (y) each Issuing Lender (unless such assignee is a Lender or an Affiliate of a Lender); provided that: (i) all Obligations of the Borrower owing to such Non-Extending Lender of such Class being replaced shall be paid in full in same day funds to such Non-Extending Lender concurrently with respect such assignment, (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Extending Lender a price equal to the Revolving Commitments may not be extended without principal amount thereof plus accrued and unpaid interest thereon and the prior written consent of each Issuing Bank; and
(v) replacement Lender or, at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result option of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstandingBorrower, the Borrower shall make pay any amount required by Section 2.15, if applicable and (iii) the replacement Lender shall execute and deliver such payments as are Extension Agreement. No action by or consent of any Non-Extending Lender shall be necessary in order connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Extending Lender and the replacement Lender shall otherwise comply with Section 10.02; provided that if such Non-Extending Lender does not comply with Section 10.02 within five (5) Business Days after the Borrower’s request, compliance with Section 10.02 (but only on the part of the Non-Extending Lender) shall not be required to eliminate effect such excess assignment.
(d) If any Lender rejects, or is deemed to have rejected, the Borrower’s proposal to extend its Revolving Commitment of any Class, (i) this Agreement shall terminate on the Revolving Facility Maturity Date then in effect with respect to such Lender’s Revolving Commitment of such Class, (ii) the Borrower shall pay to such Lender on such Revolving Facility Maturity DateDate any amounts due and payable to such Lender with respect its Revolving Commitment of such Class on such date and (iii) the Borrower may, if it so elects, designate a Person not theretofore a Lender and reasonably acceptable the Administrative Agent (unless such Person is an Affiliate of a Lender) (such approval not to be unreasonably withheld or delayed) and each Issuing Lender (unless such Person is an Affiliate of a Lender) (such approval not to be unreasonably withheld or delayed) to become a Lender, or agree with an existing Lender that such Lender’s applicable Revolving Commitment shall be increased; provided that any designation or agreement may not increase the Total Revolving Commitment; provided, further, that any Non-Extending Lender (including any direct or indirect assignee of any Non-Extending Lender) may, with the written consent of the Borrower, elect at any time prior to the applicable Revolving Facility Maturity Date then applicable to its Revolving Commitments of such Class to consent to the Borrower’s prior Extension Request by delivering a written notice to such effect to the Borrower and the Administrative Agent, and upon the receipt by the Borrower and the Administrative Agent of such notice, the applicable Revolving Facility Maturity Date of each such Non-Extending Lender shall be extended to the date indicated in the applicable Extension Request and such Non-Extending Lender shall be deemed to be an Extending Lender for all purposes hereunder. On the date of termination of any Lender’s Revolving Commitment of the applicable Class as contemplated by this subsection (d), the respective participations of the other Lenders in all outstanding Letters of Credit under the applicable Class shall be redetermined on the basis of their respective Revolving Commitments with respect to such Class after giving effect to such termination, and the participation therein of the Lender whose Revolving Commitment of the applicable Class is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit under the applicable Revolving Facility within the limits of the Revolving Commitments which are not terminated, prepay on such date a portion of the outstanding Revolving Loans under the applicable Revolving Facility, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its having done so.
(e) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each Extension Agreement pursuant to this Section 2.29.
Appears in 1 contract
Extension of Revolving Commitments. In (a) The Borrower may at any time and from time to time request that all or a portion of the case of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until and the repayment related outstanding Revolving Loans in respect thereof, of one or more Tranches existing at the time of such request (each, an “Existing Tranche”, and the Revolving Commitments and Revolving Loans attributable of such Existing Tranche, the “Existing Loans”), in each case, be converted to extend the non-extended Revolving Commitments on the relevant Maturity Date;
(iischeduled maturity date(s) the allocation of the participation exposure any payment of principal with respect to all or a portion of any then-existing or subsequently issued or made Letter principal amount of Credit as between any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche”; the Revolving Commitments of such new tranche Extended Tranches, “Extended Commitments”; and any Revolving Loans under any such Extended Commitments, “Extended Loans”) and to provide for other terms consistent with this Section 2.25; provided that (i) any such request shall be made by the remaining Borrower to all Lenders with Revolving Commitments Commitments, as applicable, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate Revolving Commitments) and on the same terms to each such Lender and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except with respect to the following as determined by the Borrower and set forth in the Extension Request: (i) interest margins and fees, (ii) other covenants or other provisions applicable only to periods after the Revolving Termination Date of the applicable Existing Tranche, (iii) the final maturity date, (iv) (1) the Borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Tranches (and related outstanding Revolving Loans in respect thereof), (B) repayments required upon the Revolving Termination Date of the Extended Tranches and (C) repayments made in connection with a permanent repayment and termination of Commitments) of Revolving Loans with respect to Extended Tranches after the associated Extension Date shall be made on a ratable pro rata basis with all other Revolving Commitments existing at the time of the relevant Borrowing and repayment and (2) subject to the provisions of Section 3.11 to the extent dealing with Letters of Credit, which mature or expire after a Revolving Termination Date when there exist Extended Tranches with a later maturity date, all Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its pro rata share of the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination as in effect from time to time; provided that, notwithstanding anything to the contrary in this Section 2.25 or otherwise, assignments and participations of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments Extended Tranches shall be permitted unless such termination or repayment (governed by the same or, at the Borrower’s discretion, more restrictive assignment and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)participation provisions applicable to Initial Revolving Commitments, as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans set forth in Section 10.6. No Lender shall have otherwise been terminated any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and repaid in fullfrom any other Existing Tranches (together with any other Extended Tranches so established on such date);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) provided that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization two Tranches of Revolving Commitments hereunder unless otherwise agreed by the Administrative Agent in its sole discretion.
(b) The Borrower shall provide the applicable Extension Request at least five Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond (the “Extension Request Deadline”). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the Extension Request Deadline specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the Revolving Commitment as amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a result pro rata basis based on the amount of the occurrence Specified Existing Tranches included in each such Extension Election. In connection with any extension of the Maturity Date with respect Loans pursuant to any tranche of Revolving Commitments while this Section 2.25 (each, an extended tranche of Revolving Commitments remains outstanding“Extension”), the Borrower shall make agree to such payments procedures regarding timing, rounding and other administrative adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, as are necessary may be established by, or acceptable to, the Administrative Agent, in order each case acting reasonably to eliminate accomplish the purposes of this Section 2.25. Any Lender may revoke an Extension Election at any time prior to 5:00 p.m. on the date that is two Business Days prior to the Extension Request Deadline, at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Borrower). The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline.
(c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions as set forth in Section 2.25(a), and which, in each case, except to the extent expressly contemplated by the last sentence of this Section 2.25(c) and notwithstanding anything to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. For the avoidance of doubt, the failure of a Lender to respond to a request for an Extension shall be treated as if such excess on non-responding Lender had affirmatively declined to participate in such Maturity Date.Extension. Subject to the requirements of this Section 2.25 and without limiting the generality or applicability of Section 10.1 to any Section 2.25 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “
Appears in 1 contract
Samples: Senior Secured Revolving Credit Facility Credit Agreement (FTC Solar, Inc.)
Extension of Revolving Commitments. In (a) The Borrower may, at any time and from time to time (but in no event more than once in any calendar year with respect to each Revolving Facility), request that all or a portion of the case Revolving Commitments of any a given Class be amended to extend the maturity date with respect to all or a portion of such Revolving Commitments by a period of one (1) year (each, an “Extension Request”), which such Extension Request shall include (i) the applicable Class of Revolving Commitments and/or requested to be extended and (ii) the proposed date of effectiveness of such extension (the “Extension Date”). The Administrative Agent shall promptly notify each Lender of such Class of such request, and each such Lender shall in turn, in its sole discretion, not later than thirty (30) days of receipt of such notification from the Administrative Agent, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of such maturity date within such thirty (30) day period, such Lender shall be deemed to be a Non-Extending Lender and only the Revolving LoansCommitments of such Class of those Lenders which have responded affirmatively (each such Lender, an “Extending Lender”) shall be extended, subject to the satisfaction (or waiver) of the conditions set forth in Section 2.29(b) (any such Revolving Commitments so extended, “Extended Revolving Credit Commitments”).
(b) The applicable Extended Revolving Credit Commitments shall become effective upon receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit D hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the following shall applyAdministrative Agent and each of the Extending Lenders with respect to the applicable Extension Request; provided that:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment each of the Revolving Loans attributable conditions set forth in Section 4.02 (other than, with respect to Section 4.02(b), the non-extended Revolving Commitments on the relevant Maturity Daterepresentations and warranties set forth in Sections 3.04(b) and 3.06(a)) shall be satisfied;
(ii) no Default or Event of Default shall have occurred and be continuing or would result from such extension of Revolving Commitments; provided, for the allocation avoidance of doubt, that no Default or Event of Default in respect of Section 6.03 shall have occurred and be continuing nor result from the making of such Borrowing on and as of the participation exposure applicable Increase Effective Date, without giving effect to any Collateral Coverage Ratio Cure Period; and
(iii) (x) with respect to any then-existing or subsequently issued or made Letter Extension Request under the LC Tranche Facility, the extended maturity date thereunder shall not be a date later than the third anniversary of Credit as between the applicable Extension Date, (y) with respect to any Extension Request under the 2024 Revolving Facility, the extended maturity date thereunder shall not be a date later than the third anniversary of the applicable Extension Date and (z) with respect to any Extension Request under the 20232025 Revolving Facility, the extended maturity date thereunder shall not be a date later than the fifth anniversary of the applicable Extension Date.
(c) No extension of any Class of Revolving Commitments pursuant to this Section 2.29 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Lenders having greater than 50% of the aggregate amount of the Revolving Commitments of such new tranche and the remaining applicable Class. The Borrower may obtain the signatures of Lenders having greater than 50% of the aggregate amount of the Revolving Commitments shall be made on a ratable basis in accordance with of the relative amounts thereof until the Maturity Date relating applicable Class by requiring any Lender that has failed to consent to such nonExtension Agreement (such Lender, a “Non-extended Revolving Commitments has occurred;
(iiiExtending Lender”) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of to assign its Revolving Loans and its Revolving Commitments of the applicable Class hereunder to one or more assignees reasonably acceptable to (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(ivx) the Maturity Date Administrative Agent (unless such assignee is a Lender or an Affiliate of a Lender) and (y) each Issuing Lender (unless such assignee is a Lender or an Affiliate of a Lender); provided that: (i) all Obligations of the Borrower owing to such Non-Extending Lender of such Class being replaced shall be paid in full in same day funds to such Non-Extending Lender concurrently with respect such assignment, (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Extending Lender a price equal to the Revolving Commitments may not be extended without principal amount thereof plus accrued and unpaid interest thereon and the prior written consent of each Issuing Bank; and
(v) replacement Lender or, at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result option of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstandingBorrower, the Borrower shall make pay any amount required by Section 2.15, if applicable and (iii) the replacement Lender shall execute and deliver such payments as are Extension Agreement. No action by or consent of any Non-Extending Lender shall be necessary in order connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Extending Lender and the replacement Lender shall otherwise comply with Section 10.02; provided that if such Non-Extending Lender does not comply with Section 10.02 within five (5) Business Days after the Borrower’s request, compliance with Section 10.02 (but only on the part of the Non-Extending Lender) shall not be required to eliminate effect such excess assignment.
(d) If any Lender rejects, or is deemed to have rejected, the Borrower’s proposal to extend its Revolving Commitment of any Class, (i) this Agreement shall terminate on the Revolving Facility Maturity Date then in effect with respect to such Xxxxxx’s Revolving Commitment of such Class, (ii) the Borrower shall pay to such Lender on such Revolving Facility Maturity DateDate any amounts due and payable to such Lender with respect its Revolving Commitment of such Class on such date and (iii) the Borrower may, if it so elects, designate a Person not theretofore a Lender and reasonably acceptable the Administrative Agent (unless such Person is an Affiliate of a Lender) (such approval not to be unreasonably withheld or delayed) and each Issuing Lender (unless such Person is an Affiliate of a Lender) (such approval not to be unreasonably withheld or delayed) to become a Lender, or agree with an existing Lender that such Lender’s applicable Revolving Commitment shall be increased; provided that any designation or agreement may not increase the Total Revolving Commitment; provided, further, that any Non-Extending Lender (including any direct or indirect assignee of any Non-Extending Lender) may, with the written consent of the Borrower, elect at any time prior to the applicable Revolving Facility Maturity Date then applicable to its Revolving Commitments of such Class to consent to the Borrower’s prior Extension Request by delivering a written notice to such effect to the Borrower and the Administrative Agent, and upon the receipt by the Borrower and the Administrative Agent of such notice, the applicable Revolving Facility Maturity Date of each such Non-Extending Lender shall be extended to the date indicated in the applicable Extension Request and such Non-Extending Lender shall be deemed to be an Extending Lender for all purposes hereunder. On the date of termination of any Xxxxxx’s Revolving Commitment of the applicable Class as contemplated by this subsection (d), the respective participations of the other Lenders in all outstanding Letters of Credit under the applicable Class shall be redetermined on the basis of their respective Revolving Commitments with respect to such Class after giving effect to such termination, and the participation therein of the Lender whose Revolving Commitment of the applicable Class is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit under the applicable Revolving Facility within the limits of the Revolving Commitments which are not terminated, prepay on such date a portion of the outstanding Revolving Loans under the applicable Revolving Facility, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its having done so.
(e) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each Extension Agreement pursuant to this Section 2.29.
Appears in 1 contract
Extension of Revolving Commitments. In the case of 92. The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and the Revolving Loans attributable of such Existing Revolving Tranche, the “Existing Revolving Loans”), in each case, be converted to extend the non-extended Revolving Commitments on scheduled maturity date(s) of any payment of principal (or extend the relevant Maturity Date;
(iitermination date of any commitments) the allocation of the participation exposure with respect to all or a portion of any then-existing principal amount (or subsequently issued or made Letter commitments) of Credit as between any Existing Revolving Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such new tranche Extended Revolving Tranches, the “Extended Revolving Commitments”) and the remaining Revolving Commitments to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and corresponding pro rata permanent reduction(ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), as applicableexcept (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
y) (ivA) the Maturity Date interest margins with respect to the Extended Revolving Commitments Tranche may not be extended without higher or lower than the prior written consent interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu of each Issuing Bankany increased margins contemplated by the preceding clause (A); and
(v) provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving Tranches shall be governed by the same or, at no time shall there be the Borrower’s discretion, more than five different tranches of restrictive assignment and participation provisions applicable to US-DOCS\123668313.8 Revolving Commitments, set forth in Section 10.6. If No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Total Utilization Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date).
93. The Borrower shall provide the applicable Extension Request at least 10 Business Days (or such shorter period as the Administrative Agent may agree to) prior to the date on which Lenders under the applicable Existing Revolving Tranche or Existing Revolving Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Revolving Commitments Tranche shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Revolving Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Revolving Commitment as Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Revolving Tranches on a result pro rata basis based on the amount of the occurrence Specified Existing Tranches included in each such Extension Election. In connection with any extension of the Maturity Date with respect Loans pursuant to any tranche of Revolving Commitments while this Section 2.26 (each, an extended tranche of Revolving Commitments remains outstanding“Extension”), the Borrower shall make agree to such payments procedures regarding timing, rounding and other administrative adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, as are necessary may be established by, or acceptable to, the Administrative Agent and the Borrower, in order each case acting reasonably to eliminate accomplish the purposes of this Section 2.26; provided, that no such excess on such Maturity Date.Extension and no amendments relating thereto (including any Section 2.26 Additional Amendments) shall become effective, unless xxxx.xx the extent reasonably requested by the Administrative Agent, the Borrower shall deliver or cause to be delivered
Appears in 1 contract
Extension of Revolving Commitments. In the case of The Company may, at any Extension of Revolving Commitments and/or Revolving Loanstime and from time to time, the following shall apply:
(i) request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable Facility (each, an “Existing Revolver Tranche”) be amended to extend the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure Date with respect to all or a portion of any then-existing or subsequently issued or made Letter principal amount of Credit as between the Commitments under the Revolving Facility (any such Commitments under the Revolving Facility which have been so amended, “Extended Revolving Commitments”) and to
(1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Revolving Facility (and related outstandings), the Refinancing Revolving Commitments of a given Refinancing Series (and related outstandings) or the Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Maturity Date and (C) repayments made in connection with a permanent repayment and termination of commitments under the Revolving Facility, the Refinancing Revolving Commitments of a given Refinancing Series or the Extended Revolving Commitments of a given Extension Series, in each case having an earlier Maturity Date (subject to clause (3) below)) of Loans with respect to Extended Revolving Commitments of a given Extension Series after the date of obtaining such new tranche and the remaining Extended Revolving Commitments shall be made on a ratable pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, (2) subject to the provisions of Section 2.03(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series and/or Refinancing Revolving Commitments of a given Refinancing Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments and Refinancing Revolving Commitments in accordance with their percentage of the relative amounts thereof until Commitments under the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment applicable Classes (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reductionexcept as provided in Section 2.03(l), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments may not and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, except that the Company shall be extended without permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the prior written consent same assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of each Issuing BankExtended Revolving Commitments (and related outstandings) and Refinancing Revolving Commitments (and related outstandings); and
provided, further, that (vA) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, Extended Revolving Commitments of each Extension Series and Refinancing Revolving Commitments of each Refinancing Series) which have more than five different tranches Maturity Dates and (D) all documentation in respect of Revolving Commitmentssuch Extension Amendment shall be consistent with the foregoing. If the Total Utilization of Any Extended Revolving Commitments exceeds amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the Revolving Commitment extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments while incurred under this Section 2.18 shall be in an extended tranche aggregate principal amount that is not less than $10,000,000 (or, if less, the entire principal amount of the Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order being extended pursuant to eliminate such excess on such Maturity Datethis under Section 2.18(b)).
Appears in 1 contract
Samples: Incremental Joinder (SS&C Technologies Holdings Inc)
Extension of Revolving Commitments. The Company may, at any time and from time to time, request that all or a portion of the Revolving Facility (each, an “Existing Revolver Tranche”) be amended to extend the Maturity Date with respect to all or a portion of any principal amount of the Commitments under the Revolving Facility (any such Commitments under the Revolving Facility which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.18. In order to establish any Extended Revolving Commitments, the Company shall provide a notice to the Revolving Facility Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Company and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case of any may be) with such other terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as those applicable to the Existing Revolver Tranche subject to such Revolver Extension of Revolving Commitments and/or Revolving LoansRequest (and related outstandings) (as reasonably determined by the Company), the following shall apply:
including: (i) all borrowings and all prepayments the Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Loans shall continue to Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be made on a ratable basis among all Revolving Lendersdifferent than the Effective Yield, based on the relative amounts pricing, optional redemption or prepayment terms, for extensions of their Revolving Commitments, until the repayment of credit under the Revolving Loans attributable Facility of such Existing Revolver Tranche, in each case, to the non-extended Revolving Commitments on extent provided in the relevant Maturity Date;
applicable Extension Amendment; (ii) the allocation Extension
(1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the participation exposure Revolving Facility (and related outstandings), the Refinancing Revolving Commitments of a given Refinancing Series (and related outstandings) or the Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Maturity Date and (C) repayments made in connection with a permanent repayment and termination of commitments under the Revolving Facility, the Refinancing Revolving Commitments of a given Refinancing Series or the Extended Revolving Commitments of a given Extension Series, in each case having an earlier Maturity Date (subject to clause (3) below)) of Loans with respect to any then-existing or subsequently issued or made Letter of Credit as between the Extended Revolving Commitments of a given Extension Series after the date of obtaining such new tranche and the remaining Extended Revolving Commitments shall be made on a ratable pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, (2) subject to the provisions of Section 2.03(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series and/or Refinancing Revolving Commitments of a given Refinancing Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments and Refinancing Revolving Commitments in accordance with their percentage of the relative amounts thereof until Commitments under the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment applicable Classes (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reductionexcept as provided in Section 2.03(l), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments may not and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, except that the Company shall be extended without permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the prior written consent same assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of each Issuing BankExtended Revolving Commitments (and related outstandings) and Refinancing Revolving Commitments (and related outstandings); and
provided, further, that (vA) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, Extended Revolving Commitments of each Extension Series and Refinancing Revolving Commitments of each Refinancing Series) which have more than five different tranches Maturity Dates and (D) all documentation in respect of Revolving Commitmentssuch Extension Amendment shall be consistent with the foregoing. If the Total Utilization of Any Extended Revolving Commitments exceeds amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the Revolving Commitment extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments while incurred under this Section 2.18 shall be in an extended tranche aggregate principal amount that is not less than $10,000,000 (or, if less, the entire principal amount of the Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order being extended pursuant to eliminate such excess on such Maturity Datethis under Section 2.18(b)).
Appears in 1 contract
Extension of Revolving Commitments. In the case of The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the non-extended scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments on the relevant Maturity Date;
(iiany such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) the allocation of the participation exposure and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any then-existing or subsequently issued or made Letter Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of Credit as between such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such new tranche and the remaining Existing Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Class; provided, as applicablehowever, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than five four (4) different tranches Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the US-DOCS\122695800.10 items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments. If the Total Utilization No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments exceeds from the Existing Revolving Commitment Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolving Extension Series with respect to any tranche of such Existing Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity DateClass.
Appears in 1 contract
Samples: Credit Agreement (Superior Industries International Inc)
Extension of Revolving Commitments. In the case The Borrower Representative may at any time and from time to time request that all or a portion of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall a given Class (each, an “Existing Revolver Tranche”) be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating converted or exchanged to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) extend the Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Revolving Credit Commitments, the Borrower Representative shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the Maturity Date of the Extended Revolving Credit Commitments may not be extended without delayed to a later date than the prior written consent Maturity Date of each Issuing Bankthe Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; and
(v) provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder which have more than five (5) different tranches Maturity Dates; (ii) the Yield with respect to extensions of credit under the Extended Revolving Commitments. If Credit Commitments (whether in the Total Utilization form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Yield for extensions of credit under the Revolving Commitments exceeds of such Existing Revolver Tranche, in each case, to the Revolving Commitment as a result extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the occurrence Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any NAI-1537241654v2 Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Credit Commitments while proposed to be incurred under this Section 2.26 shall be in an extended tranche of Revolving Commitments remains outstanding, aggregate principal amount that is not less than $5,000,000 (it being understood that the Borrower shall make actual principal amount thereof provided by the applicable Lenders may be lower than such payments as are necessary in order to eliminate such excess on such Maturity Dateminimum amount).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Extension of Revolving Commitments. In the case The Borrower Representative may at any time and from time to time request that all or a portion of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall a given Class (each, an “Existing Revolver Tranche”) be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating converted or exchanged to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) extend the Maturity Date with respect to all or a portion of any such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Credit Commitments” and the Revolving Loans thereunder, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Revolving Credit Commitments, the Borrower Representative shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the Maturity Date of the Extended Revolving Credit Commitments may not be extended without delayed to a later date than the prior written consent Maturity Date of each Issuing Bankthe Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; and
(v) provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder which have more than five (5) different tranches of Revolving Commitments. If Maturity Dates; (ii) the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date Yield with respect to any tranche extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Yield for extensions of credit under the Revolving Commitments while an extended tranche of Revolving Commitments remains outstandingsuch Existing Revolver Tranche, in each case, to the Borrower shall make such payments as are necessary extent provided in order the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to eliminate such excess any period after the Latest Maturity Date that is in effect on such Maturity Date.the effective date of
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Extension of Revolving Commitments. The Borrowers’ Agent may, at any time and from time to time, request that all or a portion of any Revolving Facility (each, an “Existing Revolver Tranche”) be amended to extend the Revolver Termination Date with respect to all or a portion of any principal amount of the Revolving Commitments under such Revolving Facility (any such Revolving Commitments under a Revolving Facility which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.11(k). In order to establish any Extended Revolving Commitments, Company shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by Company and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case of any may be) with such other terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as those applicable to the Existing Revolver Tranche subject to such Revolver Extension of Revolving Commitments and/or Revolving LoansRequest (and related outstandings) (as reasonably determined by Company), the following shall apply:
including: (i) all borrowings and all prepayments pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Loans shall continue to Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be made on a ratable basis among all different than the pricing, optional redemption or prepayment terms, for extensions of credit under any Revolving LendersFacility of such Existing Revolver Tranche, based on the relative amounts of their Revolving Commitmentsin each case, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on extent provided in the relevant Maturity Date;
applicable Extension Amendment; (ii) the allocation Extension Amendment may provide for other covenants (as determined by Company and Extending Revolving Lenders) and terms that apply solely to any period after the latest Revolver Termination Date that is in effect on the effective date of the participation exposure Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iii) (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the Revolver Termination Date of such Revolving Facility (and related outstandings) or the Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Revolver Termination Date and (C) repayments made in connection with a permanent repayment and termination of commitments under such Revolving Facility or the Extended Revolving Commitments of a given Extension Series, in each case having an earlier Revolver Termination Date (subject to clause (3) below)) of Loans with respect to any then-existing or subsequently issued or made Letter of Credit as between the Extended Revolving Commitments of a given Extension Series after the date of obtaining such new tranche and the remaining Extended Revolving Commitments shall be made on a ratable pro rata basis with the Existing Revolver Tranche, (2) subject to the provisions of Section 2.11 to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series, all Letters of Credit issued under the Existing Revolver Tranche shall be participated on a pro rata basis by all Lenders with Revolving Commitments under the Existing Revolver Tranche and Extended Revolving Commitments in accordance with their percentage of the relative amounts thereof until Commitments under the Maturity applicable Revolving Facilities (and except as provided in Section 2.1, without giving effect to changes thereto on an earlier Revolver Termination Date relating with respect to such non-extended Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment a given Extension Series after the date of extended Revolving Loans accompanied by a corresponding permanent reduction in extended obtaining such Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least made on a pro rata termination or permanent repayment (basis with the Existing Revolver Tranche, except that Company shall be permitted to permanently repay and corresponding terminate commitments of the Existing Revolver Tranche on a greater than a pro rata permanent reduction), basis as applicable, compared to any other such Revolving Facility with a later Revolver Termination Date and (4) assignments and participations of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Extended Revolving Commitments and Extended Revolving Loans shall have otherwise been terminated be governed by the same assignment and repaid in full);
(iv) the Maturity Date with respect participation provisions applicable to the Existing Revolver Tranche (and related outstandings); provided, further, that (A) no Event of Default or Unmatured Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments may not of a given Revolver Extension Series at the time of establishment thereof be extended without earlier than the prior written consent Revolver Termination Date of each Issuing Bank; and
the applicable Existing Revolver Tranche, (vC) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments and Extended Revolving Commitments of each Extension Series) which have more than five different tranches Revolver Termination Dates and (D) all documentation in respect of Revolving Commitmentssuch Extension Amendment shall be consistent with the foregoing. If the Total Utilization of Any Extended Revolving Commitments exceeds amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the Revolving Commitment extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments while incurred under this Section 2.15 shall be in an extended tranche aggregate principal amount that is not less than $100,000,000 (or, if less, the entire principal amount of the Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order being extended pursuant to eliminate such excess on such Maturity Datethis Section 2.15(b)).
Appears in 1 contract
Extension of Revolving Commitments. In the case of The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the non-extended scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”)and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any then-existing or subsequently issued or made Letter Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent and the Priority Revolving Agent (and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of Credit as between such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (a) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such new tranche and the remaining Existing Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Class; provided, as applicablehowever, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization Classes of Revolving Commitments exceeds hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent such Revolving Commitments pertain to the Priority Revolving Facility, the Priority Revolving Agent), (b) (i) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitment as a result Commitments of such Existing Revolving Class and/or (ii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the occurrence items contemplated by the preceding clause (i), in each case, to the extent provided in the applicable Extension Amendment, (c)
(i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms applicable solely to any tranche period after the Latest Maturity Date in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and the 2020 Incremental Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments while an extended tranche of from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments remains outstandingamended from an Existing Revolving Class may, to the Borrower shall make extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such payments as are necessary in order to eliminate such excess on such Maturity DateExisting Revolving Class.
Appears in 1 contract
Samples: First Lien Credit Agreement (Convey Holding Parent, Inc.)
Extension of Revolving Commitments. In The Company may, on not more than two occasions during the case term of any Extension of Revolving Commitments and/or Revolving Loansthis Agreement, by written notice to the following Administrative Agent (which shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue promptly deliver a copy to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment each of the Revolving Loans attributable Lenders) not less than 30 days and not more than 60 days prior to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation any anniversary of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between Effective Date (an “Effectiveness Anniversary”), request that the Revolving Lenders extend the Revolving Maturity Date and the Revolving Commitments for an additional period of one year. Each Revolving Lender 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 Company’s extension request, advise the Company whether or not it agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Revolving Lender 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 Revolving Lenders constituting a Majority in Interest of the Revolving Lenders shall have agreed to an extension request, then the Revolving Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Revolving Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Maturity Date extension shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Maturity Date in effect as to such Revolving Lender prior to giving effect to any such extension (such Revolving Maturity Date being called the “Existing Revolving Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such new tranche and the remaining Revolving Commitments Declining Lenders hereunder, shall be made due and payable on a ratable basis the applicable Existing Revolving Maturity Date. The Company shall have the right, pursuant to and in accordance with Section 2.17(b), at any time prior to any Existing Revolving Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a request for the relative amounts thereof until extension of the Revolving Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Maturity Date relating pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such non-extended Revolving Commitments has occurred;
(iiiextension) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied the Administrative Agent shall have received a certificate to that effect dated such date and executed by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment Financial Officer of the Company, (and corresponding reductionB) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans the Administrative Agent shall have otherwise been terminated and repaid in full);
(iv) received an opinion of counsel for the Maturity Date with respect Company as to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result power and authority of the occurrence Company to borrow and perform its obligations hereunder after giving effect to such extension, and (C) all fees and expenses owing in respect of such extension to the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, Administrative Agent and the Borrower Lenders shall make such payments as are necessary in order to eliminate such excess on such Maturity Datehave been paid.
Appears in 1 contract
Samples: Credit Agreement (Kla Tencor Corp)
Extension of Revolving Commitments. In the case of The Company may, at any Extension of Revolving Commitments and/or Revolving Loanstime and from time to time, the following shall apply:
(i) request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable to Facility (each, an “Existing Revolver
(1) the non-extended borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments on (and related outstandings), (B) repayments required upon the relevant Maturity Date;
(ii) the allocation Date of the participation exposure Revolving Facility (and related outstandings), the Refinancing Revolving Commitments of a given Refinancing Series (and related outstandings) or the Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Maturity Date and (C) repayments made in connection with a permanent repayment and termination of commitments under the Revolving Facility, the Refinancing Revolving Commitments of a given Refinancing Series or the Extended Revolving Commitments of a given Extension Series, in each case having an earlier Maturity Date (subject to clause (3) below)) of Loans with respect to any then-existing or subsequently issued or made Letter of Credit as between the Extended Revolving Commitments of a given Extension Series after the date of obtaining such new tranche and the remaining Extended Revolving Commitments shall be made on a ratable pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, (2) subject to the provisions of Section 2.03(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series and/or Refinancing Revolving Commitments of a given Refinancing Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments and Refinancing Revolving Commitments in accordance with their percentage of the relative amounts thereof until Commitments under the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment applicable Classes (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reductionexcept as provided in Section 2.03(l), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments may not and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, except that the Company shall be extended without permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the prior written consent same assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of each Issuing BankExtended Revolving Commitments (and related outstandings) and Refinancing Revolving Commitments (and related outstandings); and
provided, further, that (vA) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, Extended Revolving Commitments of each Extension Series and Refinancing Revolving Commitments of each Refinancing Series) which have more than five different tranches Maturity Dates and (D) all documentation in respect of Revolving Commitmentssuch Extension Amendment shall be consistent with the foregoing. If the Total Utilization of Any Extended Revolving Commitments exceeds amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the Revolving Commitment extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments while incurred under this Section 2.18 shall be in an extended tranche aggregate principal amount that is not less than $10,000,000 (or, if less, the entire principal amount of the Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order being extended pursuant to eliminate such excess on such Maturity Datethis under Section 2.18(b)).
Appears in 1 contract
Extension of Revolving Commitments. In (a) The Borrower may, at any time and from time to time (but in no event more than once in any calendar year with respect to each Revolving Facility), request that all or a portion of the case Revolving Commitments of any a given Class be amended to extend the maturity date with respect to all or a portion of such Revolving Commitments by a period of one (1) year (each, an “Extension Request”), which such Extension Request shall include (i) the applicable Class of Revolving Commitments and/or requested to be extended and (ii) the proposed date of effectiveness of such extension (the “Extension Date”). The Administrative Agent shall promptly notify each Lender of such Class of such request, and each such Lender shall in turn, in its sole discretion, not later than thirty (30) days of receipt of such notification from the Administrative Agent, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of such maturity date within such thirty (30) day period, such Lender shall be deemed to be a Non-Extending Lender and only the Revolving LoansCommitments of such Class of those Lenders which have responded affirmatively (each such Lender, an “Extending Lender”) shall be extended, subject to the satisfaction (or waiver) of the conditions set forth in Section 2.29(b) (any such Revolving Commitments so extended, “Extended Revolving Credit Commitments”).
(b) The applicable Extended Revolving Credit Commitments shall become effective upon receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit D hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the following shall applyAdministrative Agent and each of the Extending Lenders with respect to the applicable Extension Request; provided that:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment each of the Revolving Loans attributable conditions set forth in Section 4.02 (other than, with respect to Section 4.02(b), the non-extended Revolving Commitments on the relevant Maturity Daterepresentations and warranties set forth in Sections 3.04(b) and 3.06(a)) shall be satisfied;
(ii) the allocation no Default or Event of the participation exposure Default shall have occurred and be continuing or would result from such extension of Revolving Commitments; and
(iii) (x) with respect to any thenExtension Request under the 3-existing or subsequently issued or made Letter Year Revolving Facility, the extended maturity date thereunder shall not be a date later than the third anniversary of Credit as between the applicable Extension Date and (y) with respect to any Extension Request under the 5-Year Revolving Facility, the extended maturity date thereunder shall not be a date later than the fifth anniversary of the applicable Extension Date.
(c) No extension of any Class of Revolving Commitments pursuant to this Section 2.29 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Lenders having greater than 50% of the aggregate amount of the Revolving Commitments of such new tranche and the remaining applicable Class. The Borrower may obtain the signatures of Lenders having greater than 50% of the aggregate amount of the Revolving Commitments shall be made on a ratable basis in accordance with of the relative amounts thereof until the Maturity Date relating applicable Class by requiring any Lender that has failed to consent to such nonExtension Agreement (such Lender, a “Non-extended Revolving Commitments has occurred;
(iiiExtending Lender”) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of to assign its Revolving Loans and its Revolving Commitments of the applicable Class hereunder to one or more assignees reasonably acceptable to (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(ivx) the Maturity Date Administrative Agent (unless such assignee is a Lender or an Affiliate of a Lender) and (y) each Issuing Lender (unless such assignee is a Lender or an Affiliate of a Lender); provided that: (i) all Obligations of the Borrower owing to such Non-Extending Lender of such Class being replaced shall be paid in full in same day funds to such Non-Extending Lender concurrently with respect such assignment, (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Extending Lender a price equal #90303017v26 51 to the Revolving Commitments may not be extended without principal amount thereof plus accrued and unpaid interest thereon and the prior written consent of each Issuing Bank; and
(v) replacement Lender or, at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result option of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstandingBorrower, the Borrower shall make pay any amount required by Section 2.15, if applicable and (iii) the replacement Lender shall execute and deliver such payments as are Extension Agreement. No action by or consent of any Non-Extending Lender shall be necessary in order connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Extending Lender and the replacement Lender shall otherwise comply with Section 10.02; provided that if such Non-Extending Lender does not comply with Section 10.02 within five (5) Business Days after the Borrower’s request, compliance with Section 10.02 (but only on the part of the Non-Extending Lender) shall not be required to eliminate effect such excess assignment.
(d) If any Lender rejects, or is deemed to have rejected, the Borrower’s proposal to extend its Revolving Commitment of any Class, (i) this Agreement shall terminate on the Revolving Facility Maturity Date then in effect with respect to such Lender’s Revolving Commitment of such Class, (ii) the Borrower shall pay to such Lender on such Revolving Facility Maturity DateDate any amounts due and payable to such Lender with respect its Revolving Commitment of such Class on such date and (iii) the Borrower may, if it so elects, designate a Person not theretofore a Lender and reasonably acceptable the Administrative Agent (unless such Person is an Affiliate of a Lender) (such approval not to be unreasonably withheld or delayed) and each Issuing Lender (unless such Person is an Affiliate of a Lender) (such approval not to be unreasonably withheld or delayed) to become a Lender, or agree with an existing Lender that such Lender’s applicable Revolving Commitment shall be increased; provided that any designation or agreement may not increase the Total Revolving Commitment; provided, further, that any Non-Extending Lender (including any direct or indirect assignee of any Non-Extending Lender) may, with the written consent of the Borrower, elect at any time prior to the applicable Revolving Facility Maturity Date then applicable to its Revolving Commitments of such Class to consent to the Borrower’s prior Extension Request by delivering a written notice to such effect to the Borrower and the Administrative Agent, and upon the receipt by the Borrower and the Administrative Agent of such notice, the applicable Revolving Facility Maturity Date of each such Non-Extending Lender shall be extended to the date indicated in the applicable Extension Request and such Non-Extending Lender shall be deemed to be an Extending Lender for all purposes hereunder. On the date of termination of any Lender’s Revolving Commitment of the applicable Class as contemplated by this subsection (d), the respective participations of the other Lenders in all outstanding Letters of Credit under the applicable Class shall be redetermined on the basis of their respective Revolving Commitments with respect to such Class after giving effect to such termination, and the participation therein of the Lender whose Revolving Commitment of the applicable Class is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit under the applicable Revolving Facility within the limits of the Revolving Commitments which are not terminated, prepay on such date a portion of the outstanding Revolving Loans under the applicable Revolving Facility, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its having done so.
(e) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each Extension Agreement pursuant to this Section 2.29.
Appears in 1 contract
Extension of Revolving Commitments. In the case of (a) The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and the Revolving Loans attributable of such Existing Revolving Tranche, the “Existing Revolving Loans”), in each case, be converted to extend the non-extended Revolving Commitments on scheduled maturity date(s) of any payment of principal (or extend the relevant Maturity Date;
(iitermination date of any commitments) the allocation of the participation exposure with respect to all or a portion of any then-existing principal amount (or subsequently issued or made Letter commitments) of Credit as between any Existing Revolving Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such new tranche Extended Revolving Tranches, the “Extended Revolving Commitments”) and the remaining Revolving Commitments to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and corresponding pro rata permanent reduction(ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), as applicableexcept (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
y) (ivA) the Maturity Date interest margins with respect to the Extended Revolving Commitments Tranche may not be extended without higher or lower than the prior written consent interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu of each Issuing Bankany increased margins contemplated by the preceding clause (A); andprovided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving |US-DOCS\115543490.9|| Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date).
(vb) The Borrower shall provide the applicable Extension Request at no time least 10 Business Days (or such shorter period as the Administrative Agent may agree to) prior to the date on which Lenders under the applicable Existing Revolving Tranche or Existing Revolving Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Revolving Tranche shall there be more than five different tranches notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Revolving CommitmentsTranche. If In the Total Utilization event that the aggregate amount of Revolving Commitments the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Revolving Commitment as Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Revolving Tranches on a result pro rata basis based on the amount of the occurrence Specified Existing Tranches included in each such Extension Election. In connection with any extension of the Maturity Date with respect Loans pursuant to any tranche of Revolving Commitments while this Section 2.26 (each, an extended tranche of Revolving Commitments remains outstanding“Extension”), the Borrower shall make agree to such payments procedures regarding timing, rounding and other administrative adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, as are necessary may be established by, or acceptable to, the Administrative Agent and the Borrower, in order each case acting reasonably to eliminate accomplish the purposes of this Section 2.26; provided, that no such excess on Extension and no amendments relating thereto (including any Section 2.26 Additional Amendments) shall become effective, unless (i) the Borrower shall deliver or cause to be delivered documents of a type comparable to those described in clause (viii) of Section 2.25(b) to the extent reasonably requested by the Administrative Agent and (ii) the conditions set forth in Section 2.34 shall be satisfied, if applicable.
(c) Extended Revolving Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement and the other Loan Documents (which may include amendments to provisions related to maturity, interest margins or fees referenced in clauses (x) and (y) of Section 2.26(a), and which, except to the extent expressly contemplated by the last sentence of this Section 2.26(c) and notwithstanding anything to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Revolving Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. Subject to the requirements of this Section 2.26 and without limiting the generality or applicability of Section 10.1 to any Section 2.26 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such Maturity Date.additional amendment, a “
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Revlon Inc /De/)
Extension of Revolving Commitments. In the case The Borrower Agent may at any time and from time to time request that all or a portion of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall a given Class (each, an “Existing Revolver Tranche”) be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating amended to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) extend the Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.27; provided that there shall be no more than three (3) Classes of Loans and Commitments outstanding at any time. In order to establish any Extended Revolving Commitments, the Borrower Agent shall provide a notice to the Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, an “Extension Request”) setting forth the proposed terms (which shall be determined in consultation with the Agent) of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments may not be extended without under the prior written consent of each Issuing Bank; and
(v) at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Existing Revolver Tranche from which such Extended Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of are to be amended, except that: (i) the Maturity Date of the Extended Revolving Commitments shall be later than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, (ii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iii) all borrowings under the Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (II) repayments required upon the termination date of the non-extending Revolving Commitments); provided further, that (A) the conditions precedent to a Borrowing set forth in Section 4.02 shall be satisfied as of the date of such Extension Amendment and at the time when any Loans are made in respect of any Extended Revolving Commitment, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder, (C) any such Extended Revolving Commitments (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreement and (D) all documentation in respect of the such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to any tranche such Existing Revolver Tranche. Each Extension Series of Extended Revolving Commitments while incurred under this Section 2.27 shall be in an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order aggregate principal amount equal to eliminate such excess on such Maturity Datenot less than $50,000,000.
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Extension of Revolving Commitments. In the case The Borrower may at any time and from time to time request that all or a portion of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall a given Class (each, an “Existing Revolver Tranche”) be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating amended to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) extend the Maturity Date with respect to the all or a portion of any principal amount of such Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) at no time shall there be more than five different tranches of any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.21. If the Total Utilization of In order to establish any Extended Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstandingCommitments, the Borrower shall make provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the Maturity Date of the Extended Revolving Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) 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); provided that in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as are necessary an increase in order any previously established Revolver Extension Series with respect to eliminate such excess on such Maturity DateExisting Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.21(b) shall be in an aggregate principal amount that is not less than $25,000,000.
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Extension of Revolving Commitments. In the case of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit Credit, Swing Line Loan or Protective Advance as between the Revolving Commitments of such new extended tranche and the remaining non-extended Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred, it being understood that the obligations of any Issuing Bank or Swing Line Lender may not be extended beyond the Maturity Date relating to the non-extended Revolving Commitments pursuant to this Section 2.18 without the consent of such Issuing Bank or Swing Line Lender;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment |US-DOCS\134569911.8148772134.4|| (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment Line Cap as a result of the occurrence of the applicable Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date.
Appears in 1 contract
Samples: Abl Revolving Credit Agreement (Petco Health & Wellness Company, Inc.)
Extension of Revolving Commitments. In The Borrowers may at any time and from time to time request that all or a portion of the case Revolving Commitments of a given Class (each, an “Existing Revolver Borrowing”) be amended to extend the scheduled Revolving Maturity Date(s) with respect to all or a portion of any Extension principal amount of such Revolving Commitments and/or (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”, and any Loans made pursuant thereto, “Extended Revolving Loans” and, together with the Extended Term Loans, the following “Extended Loans”) and to provide for other terms consistent with this Section 2.23. In order to establish any Extended Revolving Commitments, the Lead Borrower shall apply:
provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Borrowing) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Borrowing (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Borrowing and (y) be identical to the Revolving Commitments under the Existing Revolver Borrowing from which such Extended Revolving Commitments are to be amended, except that: (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment Maturity Date of the Revolving Loans attributable to the non-extended Extended Revolving Commitments on may be delayed to a later date than the relevant Maturity Date;
(ii) the allocation Date of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Existing Revolver Borrowing, as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without extent provided in the prior written consent of each Issuing Bankapplicable Extension Amendment; and
(v) provided however that at no time shall there be Classes of Extended Revolving Commitments and Other Revolving Commitments hereunder which have more than five (5) different tranches Maturity Dates; (ii) the all-in yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the all-in yield for extensions of credit under the Revolving Commitments of such Existing Revolver Borrowing, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments. If ); and (iv) all borrowings under the Total Utilization of applicable Revolving Commitments exceeds (i.e., the Existing Revolver Borrowing and the Extended Revolving Commitment as a result Commitments of the occurrence applicable Revolver Extension Series) and repayments and commitment reductions thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments and (III) repayments made in connection with a permanent repayment and termination of non-extended Revolving Commitments of the applicable Existing Revolver Borrowing); provided further that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) such Extended Revolving Commitments of any given Revolver Extension Series at the time of establishment thereof do not mature earlier than the Maturity Date of the Existing Revolver Borrowing and (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Borrowing may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Borrowing. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Lead Borrower may impose an Extension Minimum Condition with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstandingRevolver Extension Request, which may be waived by the Lead Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Dateits sole discretion.
Appears in 1 contract
Extension of Revolving Commitments. In the case of The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the non-extended scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments on the relevant Maturity Date;
(iiany such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) the allocation of the participation exposure and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any then-existing or subsequently issued or made Letter Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent and the Priority Revolving Agent (and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of Credit as between such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (a) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such new tranche and the remaining Existing Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Class; provided, as applicablehowever, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization Classes of Revolving Commitments exceeds hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent such Revolving Commitments pertain to the Priority Revolving Facility, the Priority Revolving Agent), (b) (i) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitment as a result Commitments of such Existing Revolving Class and/or (ii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the occurrence items contemplated by the preceding clause (i), in each case, to the extent provided in the applicable Extension Amendment, (c)
(i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms applicable solely to any tranche period after the Latest Maturity Date in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and the 2020 Incremental Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments while an extended tranche of from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments remains outstandingamended from an Existing Revolving Class may, to the Borrower shall make extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such payments as are necessary in order to eliminate such excess on such Maturity DateExisting Revolving Class.
Appears in 1 contract
Samples: First Lien Credit Agreement (Convey Holding Parent, Inc.)
Extension of Revolving Commitments. In the case of The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the non-extended scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments on the relevant Maturity Date;
(iiany such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) the allocation of the participation exposure and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any then-existing or subsequently issued or made Letter Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent and the Priority Revolving Agent (and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of Credit as between such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (a) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such new tranche and the remaining Existing Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Class; provided, as applicablehowever, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization Classes of Revolving Commitments exceeds hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent such Revolving Commitments pertain to the Priority Revolving Facility, the Priority Revolving Agent), (b) (i) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitment as a result Commitments of such Existing Revolving Class and/or (ii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the occurrence items contemplated by the preceding clause (i), in each case, to the extent provided in the applicable Extension Amendment, (c)
(i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms applicable solely to any tranche period after the Latest Maturity Date in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans, the 2020 Incremental Term Loans and the 2022 Incremental Term Loans and/or C2 Incremental Term Loans, as applicable or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments while an extended tranche of from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments remains outstandingamended from an Existing Revolving Class may, to the Borrower shall make extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such payments as are necessary in order to eliminate such excess on such Maturity DateExisting Revolving Class.
Appears in 1 contract
Samples: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.)
Extension of Revolving Commitments. In Any Borrower may at any time and from time to time request that all or a portion of the case Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any Extension payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments and/or (any such Revolving LoansCommitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.24. In order to establish any Extended Revolving Commitments, the following relevant Borrower shall apply:
provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment maturity date of the Revolving Loans attributable to the non-extended Extended Revolving Commitments on may be delayed to a later date than the relevant Maturity Date;
(ii) the allocation maturity date of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause
(A) in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the remaining Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a ratable pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in accordance no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the relative amounts thereof until the Maturity Date relating to such non-extended foregoing. Any Extended Revolving Commitments has occurred;
amended pursuant to any Revolver Extension Request shall be designated a series (iiieach, a “Revolver Extension Series”) no termination of extended Extended Revolving Commitments and no repayment for all purposes of extended Revolving Loans accompanied by a corresponding permanent reduction in extended this Agreement; provided that any Extended Revolving Commitments shall amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), designated as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid an increase in full);
(iv) the Maturity Date any previously established Revolver Extension Series with respect to the such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments may incurred under this Section 2.24 shall be in an aggregate principal amount that is not be extended without less than $5,000,000 or, in the prior written consent case of each Issuing Bank; and
(v) at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Extended Revolving Commitments exceeds denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Revolving Commitment as a result Dollar Equivalent of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date$5,000,000.
Appears in 1 contract
Samples: Incremental Assumption Agreement and Refinancing Amendment to Credit Agreement (Coty Inc.)
Extension of Revolving Commitments. The Borrower may, at any time and from time to time, request that all or a portion of the Revolving Facility (each, an “Existing Revolver Tranche”) be amended to extend the Maturity Date with respect to all or a portion of any principal amount of the Commitments under the Revolving Facility (any such Commitments under the Revolving Facility which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.18. In order to establish any Extended Revolving Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case of any may be) with such other terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as those applicable to the Existing Revolver Tranche subject to such Revolver Extension of Revolving Commitments and/or Revolving LoansRequest (and related outstandings) (as reasonably determined by the Borrower), the following shall apply:
including: (i) all borrowings and all prepayments the Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Loans shall continue to Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be made on a ratable basis among all Revolving Lendersdifferent than the Effective Yield, based on the relative amounts pricing, optional redemption or prepayment terms, for extensions of their Revolving Commitments, until the repayment of credit under the Revolving Loans attributable Facility of such Existing Revolver Tranche, in each case, to the non-extended Revolving Commitments on extent provided in the relevant Maturity Date;
applicable Extension Amendment; (ii) the allocation Extension Amendment may provide for other covenants (as determined by the Borrower and Extending Revolving Lenders) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the participation exposure Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iii)
(1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Revolving Facility (and related outstandings), the Refinancing Revolving Commitments of a given Refinancing Series (and related outstandings) or the Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Maturity Date and (C) repayments made in connection with a permanent repayment and termination of commitments under the Revolving Facility, the Refinancing Revolving Commitments of a given Refinancing Series or the Extended Revolving Commitments of a given Extension Series, in each case having an earlier Maturity Date (subject to clause (3) below)) of Loans with respect to any then-existing or subsequently issued or made Letter of Credit as between the Extended Revolving Commitments of a given Extension Series after the date of obtaining such new tranche and the remaining Extended Revolving Commitments shall be made on a ratable pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, (2) subject to the provisions of Section 2.03(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series and/or Refinancing Revolving Commitments of a given Refinancing Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments and Refinancing Revolving Commitments in accordance with their percentage of the relative amounts thereof until Commitments under the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment applicable Classes (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reductionexcept as provided in Section 2.03(l), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments may not and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, except that the Borrower shall be extended without permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the prior written consent same assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of each Issuing BankExtended Revolving Commitments (and related outstandings) and Refinancing Revolving Commitments (and related outstandings); and
provided, further, that (vA) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, Extended Revolving Commitments of each Extension Series and Refinancing Revolving Commitments of each Refinancing Series) which have more than five different tranches Maturity Dates and (D) all documentation in respect of Revolving Commitmentssuch Extension Amendment shall be consistent with the foregoing. If the Total Utilization of Any Extended Revolving Commitments exceeds amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the Revolving Commitment extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments while incurred under this Section 2.18 shall be in an extended tranche aggregate principal amount that is not less than $10,000,000 (or, if less, the entire principal amount of the Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order being extended pursuant to eliminate such excess on such Maturity Datethis under Section 2.18(b)).
Appears in 1 contract
Samples: Credit Agreement (Coherent Inc)
Extension of Revolving Commitments. In the case of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swing Line Loan as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing BankBank and the Swing Line Lender; and
(v) at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the US Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date.
Appears in 1 contract
Extension of Revolving Commitments. In 4.1. Each of the case 2024 Revolving Credit Lenders shall have a 2024 Revolving Credit Commitment in the amount set forth opposite such 2024 Revolving Credit Lender’s name on Schedule 1 hereto and agrees, severally and not jointly, to make Revolving Credit Loans to the Borrowers as described in Article II of the Credit Agreement, with such 2024 Revolving Credit Commitments having the terms set forth in the Credit Agreement. On the Effective Date, the 2024 Revolving Credit Commitments will replace the Existing Revolving Commitments. The Borrower shall prepay in full the outstanding principal amount of any Extension Revolving Credit Loans outstanding immediately prior to the Effective Date, together with all accrued and unpaid interest thereon and all accrued and unpaid fees in respect of the Revolving Credit Commitments and/or and Letters of Credit outstanding immediately prior to the Effective Date. Any Letters of Credit outstanding immediately prior to the Effective Date shall be deemed to be issued under the 2024 Revolving Loans, the following shall apply:Credit Commitments.
4.2. Each 2024 Revolving Credit Lender (i) all borrowings confirms that it has received a copy of the Credit Agreement and all prepayments the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, any other 2024 Revolving Loans Credit Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to be made make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on a ratable basis among its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.
4.3. Upon (i) the execution of a counterpart of this Amendment by each 2024 Revolving Loans attributable to Credit Lender, the non-extended Revolving Commitments on Administrative Agent and the relevant Maturity Date;
Borrowers and (ii) the allocation delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the participation exposure with respect 2024 Revolving Credit Lenders party to any then-existing or subsequently issued or made Letter of this Amendment shall become a Lender under the Credit as between the Revolving Commitments of such new tranche Agreement and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the respective 2024 Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Credit Commitment set forth on Schedule 1 hereto, effective as a result of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Effective Date.
Appears in 1 contract
Extension of Revolving Commitments. In (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Lenders with Revolving Commitments with a like maturity date, on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date) and on the same terms to each such Lender, the Borrowers are 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 otherwise modify the terms of such Revolving Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Revolving Commitments (and related outstandings)) (each, an “Extension,” and each group of Revolving Commitments, in each case of as so extended, as well as the original Revolving Commitments not so extended, being a “Class”; any Extension Extended Revolving Commitments shall constitute a separate Class of Revolving Commitments and/or from the Class of Revolving LoansCommitments from which they were converted), so long as the following shall apply:
terms are satisfied: (i) all borrowings no Default shall have occurred and all prepayments be continuing at the time the offering document in respect of Revolving Loans shall continue an Extension Offer is delivered to be made on a ratable basis among all Revolving the Lenders, based on (ii) except as to interest rates, fees, prepayment terms, final maturity, and after the relative amounts of their Revolving Commitments, until the repayment final maturity date of the Revolving Commitment, any other covenants and provisions (which shall be determined by the Borrowers and the relevant Lenders and set forth in the relevant Extension Offer), the Revolving Commitment of any Lender (an “Extending Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment” and the Loans attributable thereunder “Extended Revolving Loans”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with the same terms (or terms not less favorable to the existing Revolving Lenders) as the original Revolving Commitments (and related outstandings); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extended extending Revolving Commitments on the relevant Maturity Date;
and (iiC) the allocation repayment made in connection with a permanent repayment and termination of the participation exposure commitments (subject to clause (3) below)) of Loans with respect to any then-existing or subsequently issued or made Letter of Credit as between the Extended Revolving Commitments of such new tranche and after the remaining Revolving Commitments applicable Extension date shall be made on a ratable pro rata basis with all other Revolving Commitments of such Class, (2) subject to the provisions of Section 2.3(j) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iiiand except as provided in Section 2.3(j), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) no the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of extended any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (4) assignments and participations of Extended Revolving Commitments and no repayment of extended extend Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (governed by the same assignment and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of participation provisions applicable to Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v5) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than five three different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date Termination Dates, (iii) with respect to any tranche Extended Revolving Commitments, such Extended Revolving Commitments will not have a maturity date or require mandatory commitment reductions that are prior to the maturity date of Revolving Loans (or unused Revolving Commitments) not being extended, (iv) the Extended Revolving Commitments shall not be (A) secured by any Lien on any asset other than the Collateral and (B) guaranteed by any Person other than the Guarantors, (v) if the aggregate principal amount of Revolving Commitments while an extended tranche in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments remains outstandingoffered to be extended by the Borrowers pursuant to such Extension Offer, then the Borrower Revolving Loans of such Lenders shall make 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, (vi) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers.
(b) With respect to all Extensions consummated by the Borrowers pursuant to this Section 2.18, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Borrowers may at their 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 Borrowers’ sole discretion and may be waived by the Borrowers) of Revolving Commitments of any or all applicable Classes be tendered. The Administrative Agent and the Lenders hereby consent to the Extensions and the other 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 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 Sections 2.4, 2.11, 2.13 and 2.14) or any other Credit 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 Extensions, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (B) the consent of each Issuing Bank and the Swingline Lender, which consent may be withheld or given in the sole discretion of each such Issuing Lender or the Swingline Lender. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Credit Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Credit Documents. The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Agent to enter into amendments to this Agreement and the other Credit Documents with the Borrowers and the other Credit Parties as may be necessary or appropriate in order to eliminate establish new Classes or sub-Classes in respect of Revolving Commitments so extended and such excess technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.18. All such amendments entered into with the Borrowers and the other Credit Parties by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. In addition, if so provided in such amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Commitment Termination Date in respect of the Revolving Loans shall be re-allocated from Lenders holding Revolving Commitments to Lenders holding Extended Revolving 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 Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions, the respective Credit Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity DateDate 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 Collateral Agent). The Administrative Agent and/or Collateral Agent, as applicable, shall promptly notify each Lender of the effectiveness of such amendment.
(d) In connection with any Extension, the Borrowers shall provide the Administrative Agent at least five (5) 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 Revolving Commitments. In the case of any Extension of Revolving Commitments and/or or Revolving Loans, the following shall apply:
(ia) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(iib) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iiic) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full)[reserved];
(ivd) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each the Swing Line Lender and the Issuing BankBanks; and
(ve) at no time shall there be more than five (5) different tranches of Revolving CommitmentsCommitments (or greater than five (5) tranches to the extent agreed by the Administrative Agent). If the Total Utilization aggregate Outstanding Amount of Revolving Commitments Loans, Swing Line Loans and L/C Obligations exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date.
Appears in 1 contract
Extension of Revolving Commitments. In The Company may, at any time and from time to time, request that all or a portion of the case Revolving Facility (each, an “Existing Revolver Tranche”) be amended to extend the Maturity Date with respect to all or a portion of any Extension principal amount of the Commitments under the Revolving Facility (any such Commitments and/or under the Revolving LoansFacility which have been so amended, the following shall apply:
(i“Extended Revolving Commitments”) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their provide for other terms consistent with this Section 2.18. In order to establish any Extended Revolving Commitments, until the Company shall provide a notice to the Revolving Facility Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the #95537764v15AMERICAS/2023466857.21 #96465179v1
(1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Revolving Loans attributable to Facility (and related outstandings), the non-extended Refinancing Revolving Commitments on of a given Refinancing Series (and related outstandings) or the relevant Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Maturity Date;
Date and (iiC) repayments made in connection with a permanent repayment and termination of commitments under the allocation Revolving Facility, the Refinancing Revolving Commitments of a given Refinancing Series or the participation exposure Extended Revolving Commitments of a given Extension Series, in each case having an earlier Maturity Date (subject to clause (3) below)) of Loans with respect to any then-existing or subsequently issued or made Letter of Credit as between the Extended Revolving Commitments of a given Extension Series after the date of obtaining such new tranche and the remaining Extended Revolving Commitments shall be made on a ratable pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, (2) subject to the provisions of Section 2.03(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series and/or Refinancing Revolving Commitments of a given Refinancing Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments and Refinancing Revolving Commitments in accordance with their percentage of the relative amounts thereof until Commitments under the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment applicable Classes (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reductionexcept as provided in Section 2.03(l), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments may not and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, except that the Company shall be extended without permitted to permanently repay and terminate #95537764v15AMERICAS/2023466857.21 #96465179v1 commitments of any such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the prior written consent same assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of each Issuing BankExtended Revolving Commitments (and related outstandings) and Refinancing Revolving Commitments (and related outstandings); and
provided, further, that (vA) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, Extended Revolving Commitments of each Extension Series and Refinancing Revolving Commitments of each Refinancing Series) which have more than five different tranches Maturity Dates and (D) all documentation in respect of Revolving Commitmentssuch Extension Amendment shall be consistent with the foregoing. If the Total Utilization of Any Extended Revolving Commitments exceeds amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the Revolving Commitment extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments while incurred under this Section 2.18 shall be in an extended tranche aggregate principal amount that is not less than $10,000,000 (or, if less, the entire principal amount of the Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order being extended pursuant to eliminate such excess on such Maturity Datethis under Section 2.18(b)).
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Samples: Revolving Facility Amendment to Credit Agreement (SS&C Technologies Holdings Inc)
Extension of Revolving Commitments. In (a) Notwithstanding anything to the case contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of any Extension Class of Revolving Commitments and/or Revolving LoansCommitments, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made in each case on a ratable pro rata basis among all Revolving Lenders, (based on the relative amounts aggregate outstanding principal amount of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of the applicable Class) and on the same terms to each such new tranche 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 each such Lender’s Revolving Commitments of the applicable Class and otherwise modify the remaining terms of such Revolving Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Commitments (and related outstandings), and which such extensions shall not be subject to any “no default” requirement, pro forma compliance with any leverage ratio or other financial tests or “most favored nations provisions”) (each, an “Extension”), and any Extended Revolving Commitments shall be made on constitute a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted, and it being understood that an Extension may be in the form of an increase in the amount of any other outstanding Class of Revolving Loans Commitments otherwise satisfying the criteria set forth below, so long as the following terms are satisfied: (i) except as to interest rates, fees and final maturity (which shall have otherwise been terminated be determined by the Borrower and repaid set forth in fullthe relevant Extension Offer);
(iv) , the Maturity Date Revolving Commitment of any Lender that agrees to an extension with respect to such Revolving Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitments Commitment (or related outstandings, as the case may not be extended without be) with the prior written consent same terms as the original Class of each Issuing BankRevolving Commitments; and
(v) provided, that at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than five three different tranches of maturity dates; provided, further, that such Extended Revolving Commitments. If Commitments may be subject to other terms that differ from the Total Utilization terms applicable to the original Class of Revolving Commitments exceeds to the extent such terms apply solely to any period after the latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments), (ii) if the aggregate principal amount of the Class of Revolving Commitments in respect of which Lenders of such Class shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments of such Class offered to be extended by the Borrower pursuant to such Extension Offer, then the Revolving Commitment Loans of such Class 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 Lender has accepted such Extension Offer, (iii) all documentation in respect of such Extension shall be consistent with the foregoing, (iv) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (v) the borrowing and prepayment of Extended Revolving Loans, or reductions of Extended Revolving Commitments, and participations in Letters of Credit, shall be on a pro rata basis with the other Revolving Loans or Revolving Commitments (other than upon the maturity of the non-extended Revolving Loans and Revolving Commitments). No Lender shall be obligated to extend its Revolving Commitments unless it so agrees.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.17, (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 result 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 Revolving Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent and the occurrence Lenders hereby consent to the transactions contemplated by this Section 2.17 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the Maturity Date 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, Sections 2.05, 2.12 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.17.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (i) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (ii) with respect to any tranche Extension of Revolving Commitments, the consent of each L/C Issuer (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Lender that elects not to agree to such Extension (it being understood that any Lender that fails to respond to an Extension Offer shall be deemed to have declined) (such Lender being a “Non-Extending Lender”) may be replaced by the Borrower pursuant to Section 3.06. All Extended Revolving Commitments 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. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (each, an “Extension Amendment”) to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Classes in respect of Revolving Commitments while an so extended tranche and such 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 Classes, in each case on terms consistent with this Section 2.17 (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of Revolving Commitments remains outstandingCredit Exposure upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this Section 2.17. This Section 2.17 shall supersede any provisions in Section 2.13 or 11.01 to the contrary.
(d) In connection with any Extension, the Borrower shall make provide the Administrative Agent at least five (5) Business Days’ (or such payments shorter period as are necessary may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, 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 order each case acting reasonably to eliminate such excess on such Maturity Dateaccomplish the purposes of this Section 2.17.
Appears in 1 contract
Extension of Revolving Commitments. In the case The Borrower may, at any time and from time to time, request that all or a portion of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall a given Class (each, an “Existing Revolver Tranche”) be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating amended to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) extend the Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.22. In order to establish any Extended Revolving Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all Extending Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the Maturity Date of the Extended Revolving Commitments may not be extended without delayed to a later date than the prior written consent Maturity Date of each Issuing Bankthe Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; and
(v) provided, however, that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization Classes of Revolving Commitments exceeds hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than three different Maturity Dates (unless otherwise consented to by the Administrative Agent in its reasonable discretion); (ii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In-Yield for extensions of credit under the Revolving Commitment as a result Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the occurrence Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except (I) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) for repayments required upon the Maturity Date of the non-extending Revolving Commitments and (III) Extended Revolving Commitments may participate on a less than (but not greater than, except that Extended Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments existing on the date of effectiveness of any Extension Amendment), except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement; provided, further, that (A) in no event shall the final Maturity Date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder, (B) any such Extended Revolving Commitments (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect) and (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a Class (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.22 shall be in an aggregate principal amount that is not less than $25.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstandingRevolver Extension Request, which may be waived by the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Dateits sole discretion.
Appears in 1 contract
Extension of Revolving Commitments. In (a) The Borrower may, at any time and from time to time (but in no event more than once in any calendar year with respect to each Revolving Facility), request that all or a portion of the case Revolving Commitments of any a given Class be amended to extend the maturity date with respect to all or a portion of such Revolving Commitments by a period of one (1) year (each, an “Extension Request”), which such Extension Request shall include (i) the applicable Class of Revolving Commitments and/or requested to be extended and (ii) the proposed date of effectiveness of such extension (the “Extension Date”). The Administrative Agent shall promptly notify each Lender of such Class of such request, and each such Lender shall in turn, in its sole discretion, not later than thirty (30) days of receipt of such notification from the Administrative Agent, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative #90303017v26 Agent and the Borrower in writing of its consent to any such request for extension of such maturity date within such thirty (30) day period, such Lender shall be deemed to be a Non-Extending Lender and only the Revolving LoansCommitments of such Class of those Lenders which have responded affirmatively (each such Lender, an “Extending Lender”) shall be extended, subject to the satisfaction (or waiver) of the conditions set forth in Section 2.29(b) (any such Revolving Commitments so extended, “Extended Revolving Credit Commitments”).
(b) The applicable Extended Revolving Credit Commitments shall become effective upon receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit D hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the following shall applyAdministrative Agent and each of the Extending Lenders with respect to the applicable Extension Request; provided that:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment each of the Revolving Loans attributable conditions set forth in Section 4.02 (other than, with respect to Section 4.02(b), the non-extended Revolving Commitments on the relevant Maturity Daterepresentations and warranties set forth in Sections 3.04(b) and 3.06(a)) shall be satisfied;
(ii) no Default or Event of Default shall have occurred and be continuing or would result from such extension of Revolving Commitments; andprovided, for the allocation avoidance of doubt, that no Default or Event of Default in respect of Section 6.03 shall have occurred and be continuing nor result from the making of such Borrowing on and as of the participation exposure applicable Increase Effective Date, without giving effect to any Collateral Coverage Ratio Cure Period; and
(iii) (x) with respect to any thenExtension Request under the LC Tranche Facility, the extended maturity date thereunder shall not be a date later than the third anniversary of the applicable Extension Date, (y) with respect to any Extension Request under the 3-existing or subsequently issued or made Letter Year Revolving Facility, the extended maturity date thereunder shall not be a date later than the third anniversary of Credit as between the applicable Extension Date and (yz) with respect to any Extension Request under the 5-Year Revolving Facility, the extended maturity date thereunder shall not be a date later than the fifth anniversary of the applicable Extension Date.
(c) No extension of any Class of Revolving Commitments pursuant to this Section 2.29 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Lenders having greater than 50% of the aggregate amount of the Revolving Commitments of such new tranche and the remaining applicable Class. The Borrower may obtain the signatures of Lenders having greater than 50% of the aggregate amount of the Revolving Commitments shall be made on a ratable basis in accordance with of the relative amounts thereof until the Maturity Date relating applicable Class by requiring any Lender that has failed to consent to such nonExtension Agreement (such Lender, a “Non-extended Revolving Commitments has occurred;
(iiiExtending Lender”) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of to assign its Revolving Loans and its Revolving Commitments of the applicable Class hereunder to one or more assignees reasonably acceptable to (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(ivx) the Maturity Date Administrative Agent (unless such assignee is a Lender or an Affiliate of a Lender) and (y) each Issuing Lender (unless such assignee is a Lender or an Affiliate of a Lender); provided that: (i) all Obligations of the Borrower owing to such Non-Extending Lender of such Class being replaced shall be paid in full in same day funds to such Non-Extending Lender concurrently with respect such assignment, (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Extending Lender a price equal to the Revolving Commitments may not be extended without principal amount thereof plus accrued and unpaid interest thereon and the prior written consent of each Issuing Bank; and
(v) replacement Lender or, at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result option of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstandingBorrower, the Borrower shall make pay any amount required by Section 2.15, if applicable and (iii) the replacement Lender shall execute and deliver such payments as are Extension Agreement. No action by or consent of any Non-Extending Lender shall be necessary in order connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Extending Lender and the replacement Lender shall otherwise comply with Section 10.02; provided that if such Non-Extending Lender does not comply with Section 10.02 #90303017v26 within five (5) Business Days after the Borrower’s request, compliance with Section 10.02 (but only on the part of the Non-Extending Lender) shall not be required to eliminate effect such excess assignment.
(d) If any Lender rejects, or is deemed to have rejected, the Borrower’s proposal to extend its Revolving Commitment of any Class, (i) this Agreement shall terminate on the Revolving Facility Maturity Date then in effect with respect to such Lender’s Revolving Commitment of such Class, (ii) the Borrower shall pay to such Lender on such Revolving Facility Maturity DateDate any amounts due and payable to such Lender with respect its Revolving Commitment of such Class on such date and (iii) the Borrower may, if it so elects, designate a Person not theretofore a Lender and reasonably acceptable the Administrative Agent (unless such Person is an Affiliate of a Lender) (such approval not to be unreasonably withheld or delayed) and each Issuing Lender (unless such Person is an Affiliate of a Lender) (such approval not to be unreasonably withheld or delayed) to become a Lender, or agree with an existing Lender that such Lender’s applicable Revolving Commitment shall be increased; provided that any designation or agreement may not increase the Total Revolving Commitment; provided, further, that any Non-Extending Lender (including any direct or indirect assignee of any Non-Extending Lender) may, with the written consent of the Borrower, elect at any time prior to the applicable Revolving Facility Maturity Date then applicable to its Revolving Commitments of such Class to consent to the Borrower’s prior Extension Request by delivering a written notice to such effect to the Borrower and the Administrative Agent, and upon the receipt by the Borrower and the Administrative Agent of such notice, the applicable Revolving Facility Maturity Date of each such Non-Extending Lender shall be extended to the date indicated in the applicable Extension Request and such Non-Extending Lender shall be deemed to be an Extending Lender for all purposes hereunder. On the date of termination of any Lender’s Revolving Commitment of the applicable Class as contemplated by this subsection (d), the respective participations of the other Lenders in all outstanding Letters of Credit under the applicable Class shall be redetermined on the basis of their respective Revolving Commitments with respect to such Class after giving effect to such termination, and the participation therein of the Lender whose Revolving Commitment of the applicable Class is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit under the applicable Revolving Facility within the limits of the Revolving Commitments which are not terminated, prepay on such date a portion of the outstanding Revolving Loans under the applicable Revolving Facility, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its having done so.
(e) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each Extension Agreement pursuant to this Section 2.29.
Appears in 1 contract
Extension of Revolving Commitments. In (a) The Borrower may, at any time and from time to time (but in no event more than once in any calendar year with respect to each Revolving Facility), request that all or a portion of the case Revolving Commitments of any a given Class be amended to extend the maturity date with respect to all or a portion of such Revolving Commitments by a period of one (1) year (each, an “Extension Request”), which such Extension Request shall include (i) the applicable Class of Revolving Commitments and/or requested to be extended and (ii) the proposed date of effectiveness of such extension (the “Extension Date”). The Administrative Agent shall promptly notify each Lender of such Class of such request, and each such Lender shall in turn, in its sole discretion, not later than thirty (30) days of receipt of such notification from the Administrative Agent, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of such maturity date within such thirty (30) day period, such Lender shall be deemed to be a Non-Extending Lender and only the Revolving LoansCommitments of such Class of those Lenders which have responded affirmatively (each such Lender, an “Extending Lender”) shall be extended, subject to the satisfaction (or waiver) of the conditions set forth in Section 2.29(b) (any such Revolving Commitments so extended, “Extended Revolving Credit Commitments”).
(b) The applicable Extended Revolving Credit Commitments shall become effective upon receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit D hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the following shall applyAdministrative Agent and each of the Extending Lenders with respect to the applicable Extension Request; provided that:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment each of the Revolving Loans attributable conditions set forth in Section 4.02 (other than, with respect to Section 4.02(b), the non-extended Revolving Commitments on the relevant Maturity Daterepresentations and warranties set forth in Sections 3.04(b) and 3.06(a)) shall be satisfied;
(ii) no Default or Event of Default shall have occurred and be continuing or would result from such extension of Revolving Commitments; provided that, for the allocation avoidance of doubt (x) prior to the Collateral Release Date, no Default or Event of Default in respect of Section 6.03 shall have occurred and be continuing nor result from the making of such Borrowing on and as of the participation exposure applicable Increase Effective Date, without giving effect to any Collateral Coverage Ratio Cure Period and (y) on and after the Collateral Release Date, no Default or Event of Default in respect of Section 6.04(a) shall have occurred and be continuing nor result from the making of such Borrowing on and as of the applicable Increase Effective Date, without giving effect to any Asset Coverage Ratio Cure Period; and
(iii) (x) with respect to any then-existing or subsequently issued or made Letter Extension Request under the LC Tranche Facility, the extended maturity date thereunder shall not be a date later than the third anniversary of Credit as between the applicable Extension Date, (y) with respect to any Extension Request under the 2026 Revolving Facility, the extended maturity date thereunder shall not be a date later than the third anniversary of the applicable Extension Date and (z) with respect to any Extension Request under the 2028 Revolving Facility, the extended maturity date thereunder shall not be a date later than the fifth anniversary of the applicable Extension Date.
(c) No extension of any Class of Revolving Commitments pursuant to this Section 2.29 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Lenders having greater than 50% of the aggregate amount of the Revolving Commitments of such new tranche and the remaining applicable Class. The Borrower may obtain the signatures of Lenders having greater than 50% of the aggregate amount of the Revolving Commitments shall be made on a ratable basis in accordance with of the relative amounts thereof until the Maturity Date relating applicable Class by requiring any Lender that has failed to consent to such nonExtension Agreement (such Lender, a “Non-extended Revolving Commitments has occurred;
(iiiExtending Lender”) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of to assign its Revolving Loans and its Revolving Commitments of the applicable Class hereunder to one or more assignees reasonably acceptable to (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(ivx) the Maturity Date Administrative Agent (unless such assignee is a Lender or an Affiliate of a Lender) and (y) each Issuing Lender (unless such assignee is a Lender or an Affiliate of a Lender); provided that: (i) all Obligations of the Borrower owing to such Non-Extending Lender of such Class being replaced shall be paid in full in same day funds to such Non-Extending Lender concurrently with respect such assignment, (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Extending Lender a price equal to the Revolving Commitments may not be extended without principal amount thereof plus accrued and unpaid interest thereon and the prior written consent of each Issuing Bank; and
(v) replacement Lender or, at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result option of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstandingBorrower, the Borrower shall make pay any amount required by Section 2.15, if applicable and (iii) the replacement Lender shall execute and deliver such payments as are Extension Agreement. No action by or consent of any Non-Extending Lender shall be necessary in order connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Extending Lender and the replacement Lender shall otherwise comply with Section 10.02; provided that if such Non-Extending Lender does not comply with Section 10.02 within five (5) Business Days after the Borrower’s request, compliance with Section 10.02 (but only on the part of the Non-Extending Lender) shall not be required to eliminate effect such excess assignment.
(d) If any Lender rejects, or is deemed to have rejected, the Borrower’s proposal to extend its Revolving Commitment of any Class, (i) this Agreement shall terminate on the Revolving Facility Maturity Date then in effect with respect to such Xxxxxx’s Revolving Commitment of such Class, (ii) the Borrower shall pay to such Lender on such Revolving Facility Maturity DateDate any amounts due and payable to such Lender with respect its Revolving Commitment of such Class on such date and (iii) the Borrower may, if it so elects, designate a Person not theretofore a Lender and reasonably acceptable the Administrative Agent (unless such Person is an Affiliate of a Lender) (such approval not to be unreasonably withheld or delayed) and each Issuing Lender (unless such Person is an Affiliate of a Lender) (such approval not to be unreasonably withheld or delayed) to become a Lender, or agree with an existing Lender that such Lender’s applicable Revolving Commitment shall be increased; provided that any designation or agreement may not increase the Total Revolving Commitment; provided, further, that any Non-Extending Lender (including any direct or indirect assignee of any Non-Extending Lender) may, with the written consent of the Borrower, elect at any time prior to the applicable Revolving Facility Maturity Date then applicable to its Revolving Commitments of such Class to consent to the Borrower’s prior Extension Request by delivering a written notice to such effect to the Borrower and the Administrative Agent, and upon the receipt by the Borrower and the Administrative Agent of such notice, the applicable Revolving Facility Maturity Date of each such Non-Extending Lender shall be extended to the date indicated in the applicable Extension Request and such Non-Extending Lender shall be deemed to be an Extending Lender for all purposes hereunder. On the date of termination of any Xxxxxx’s Revolving Commitment of the applicable Class as contemplated by this subsection (d), the respective participations of the other Lenders in all outstanding Letters of Credit under the applicable Class shall be redetermined on the basis of their respective Revolving Commitments with respect to such Class after giving effect to such termination, and the participation therein of the Lender whose Revolving Commitment of the applicable Class is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit under the applicable Revolving Facility within the limits of the Revolving Commitments which are not terminated, prepay on such date a portion of the outstanding Revolving Loans under the applicable Revolving Facility, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its having done so.
(e) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each Extension Agreement pursuant to this Section 2.29.
Appears in 1 contract
Extension of Revolving Commitments. In 1.a. Each of the case 2023 Revolving Credit Lenders shall have a 2023 Revolving Credit Commitment in the amount set forth opposite such 2023 Revolving Credit Lender’s name on Schedule 1 hereto and agrees, severally and not jointly, to make Revolving Credit Loans to the Borrowers as described in Article II of the Credit Agreement, with such 2023 Revolving Credit Commitments having the terms set forth in the Credit Agreement. On the Effective Date, the 2023 Revolving Credit Commitments will replace the Existing Revolving Commitments. The Borrower shall prepay in full the outstanding principal amount of any Extension Revolving Credit Loans outstanding immediately prior to the Effective Date, together with all accrued and unpaid interest thereon and all accrued and unpaid fees in respect of the Revolving Credit Commitments and/or and Letters of Credit outstanding immediately prior to the Effective Date. Any Letters of Credit outstanding immediately prior to the Effective Date shall be deemed to be issued under the 2023 Revolving Loans, the following shall apply:Credit Commitments.
1.b. Each 2023 Revolving Credit Lender (i) all borrowings confirms that it has received a copy of the Credit Agreement and all prepayments the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, any other 2023 Revolving Loans Credit Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to be made make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on a ratable basis among its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.
1.c. Upon (i) the execution of a counterpart of this Amendment by each 2023 Revolving Loans attributable to Credit Lender, the non-extended Revolving Commitments on Administrative Agent and the relevant Maturity Date;
Borrowers and (ii) the allocation delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the participation exposure with respect 2023 Revolving Credit Lenders party to any then-existing or subsequently issued or made Letter of this Amendment shall become a Lender under the Credit as between the Revolving Commitments of such new tranche Agreement and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the respective 2023 Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Credit Commitment set forth on Schedule 1 hereto, effective as a result of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Effective Date.
Appears in 1 contract
Extension of Revolving Commitments. In the case of any Extension of (a) The Borrower and each Extending Revolving Commitments and/or Revolving LoansLender agree that, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Restatement Effective Date, such Extending Revolving Lender’s Revolving Commitment under the Existing Credit Agreement shall be converted into an Extended Revolving Commitment under the Amended and Restated Credit Agreement, in each case in the principal amount set forth under the heading “Extended Revolving Commitments, until ” on Schedule 2.01 to the repayment Amended and Restated Credit Agreement opposite the name of such Extending Revolving Lender. The terms and conditions of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Extended Revolving Commitments shall be made as set forth in the Amended and Restated Credit Agreement. For all purposes of the Amended and Restated Credit Agreement and the other Loan Documents, (i) each Extending Revolving Lender shall have, as of the Restatement Effective Date, an Extended Revolving Commitment (as defined in the Amended and Restated Credit Agreement) in the amount set forth on a ratable basis Schedule 2.01 to the Amended and Restated Credit Agreement opposite the name of such Extending Revolving Lender and (ii) each Extending Revolving Lender shall, as of the Restatement Effective Date, be an Extending Revolving Lender (as defined in accordance with the relative amounts thereof until Amended and Restated Credit Agreement) and shall have all the Maturity Date relating to such non-extended rights and obligations of an Extending Revolving Lender under the Amended and Restated Credit Agreement and the other Loan Documents.
(b) The Revolving Commitments has occurred;
(iiior any portion thereof) no termination under the Existing Credit Agreement of extended any Revolving Lender that are not converted into Extended Revolving Commitments pursuant to Section 1(a) above (such Revolving Commitments being collectively referred to as the “Non-Extended Revolving Commitments”, and no repayment such Revolving Lenders under the Existing Credit Agreement being collectively referred to as the “Non-Extending Revolving Lenders”) shall constitute “Non-Extended Revolving Commitments” under the Amended and Restated Credit Agreement. The terms and conditions of extended Revolving Loans accompanied by a corresponding permanent reduction in extended the Non-Extended Revolving Commitments shall be permitted unless such termination or repayment as set forth in the Amended and Restated Credit Agreement. For all purposes of the Amended and Restated Credit Agreement and the other Loan Documents, (and corresponding reductioni) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)each Non-Extending Revolving Lender shall have, as applicableof the Restatement Effective Date, a Non-Extended Revolving Commitment (as defined in the Amended and Restated Credit Agreement) in the amount set forth on Schedule 2.01 to the Amended and Restated Credit Agreement opposite the name of such Non-Extending Revolving Lender and (ii) each other tranche Non-Extending Revolving Lender shall, as of the Restatement Effective Date, be a Non-Extending Revolving Loans Lender (as defined in the Amended and Revolving Commitments (or each other tranche of Revolving Commitments Restated Credit Agreement) and Revolving Loans shall have otherwise been terminated all the rights and repaid in full);
(iv) obligations of a Non-Extending Revolving Lender under the Maturity Date with respect to Amended and Restated Credit Agreement and the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Dateother Loan Documents.
Appears in 1 contract
Extension of Revolving Commitments. In the case The Borrower may, at any time and from time to time, request that all or a portion of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall a given Class (each, an “Existing Revolver Tranche”) be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating amended to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) extend the Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.22. In order to establish any Extended Revolving Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all Extending Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the Maturity Date of the Extended Revolving Commitments may not be extended without delayed to a later date than the prior written consent Maturity Date of each Issuing Bankthe Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; and
(v) provided, however, that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization Classes of Revolving Commitments exceeds hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than three different Maturity Dates (unless otherwise consented to by the Administrative Agent in its reasonable discretion); (ii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In-Yield for extensions of credit under the Revolving Commitment as a result Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the occurrence Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except
(I) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) for repayments required upon the Maturity Date of the non-extending Revolving Commitments and (III) Extended Revolving Commitments may participate on a less than (but not greater than, except that Extended Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments existing on the date of effectiveness of any Extension Amendment), except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement; provided, further, that (A) in no event shall the final Maturity Date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder, (B) any such Extended Revolving Commitments (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect) and (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a Class (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.22 shall be in an aggregate principal amount that is not less than $25.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstandingRevolver Extension Request, which may be waived by the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Dateits sole discretion.
Appears in 1 contract
Extension of Revolving Commitments. In the case The Borrower may, at any time and from time to time, request that all or a portion of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall a given Class (each, an “Existing Revolver Tranche”) be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating amended to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) extend the Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.22. In order to establish any Extended Revolving Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all Extending Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the Maturity Date of the Extended Revolving Commitments may not be extended without delayed to a later date than the prior written consent Maturity Date of each Issuing Bankthe Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; and
(v) provided, however, that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization Classes of Revolving Commitments exceeds hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than two (2) different Maturity Dates (unless otherwise consented to by the Administrative Agent in its reasonable discretion); (ii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In-Yield for extensions of credit under the Revolving Commitment as a result Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the occurrence Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except (I) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) for repayments required upon the Maturity Date of the non-extending Revolving Commitments and (III) Extended Revolving Commitments may participate on a less than (but not greater than, except that Extended Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments existing on the date of effectiveness of any Extension Amendment), except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement; provided, further, that (A) in no event shall the final Maturity Date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder, (B) any such Extended Revolving Commitments (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect) and (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a Class (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.22 shall be in an aggregate principal amount that is not less than [REDACTED – Dollar Amount] (or the Dollar Equivalent in Euros or Pounds Sterling) (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstandingRevolver Extension Request, which may be waived by the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Dateits sole discretion.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Concordia Healthcare Corp.)
Extension of Revolving Commitments. The Company may, at any time and from time to time, request that all or a portion of the Revolving Facility (each, an “Existing Revolver Tranche”) be amended to extend the Maturity Date with respect to all or a portion of any principal amount of the Commitments under the Revolving Facility (any such Commitments under the Revolving Facility which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.18. In order to establish any Extended Revolving Commitments, the Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Company and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case of any may be) with such other terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as those applicable to the Existing Revolver Tranche subject to such Revolver Extension of Revolving Commitments and/or Revolving LoansRequest (and related outstandings) (as reasonably determined by the Company), the following shall apply:
including: (i) all borrowings and all prepayments the Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Loans shall continue to Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be made on a ratable basis among all Revolving Lendersdifferent than the Effective Yield, based on the relative amounts pricing, optional redemption or prepayment terms, for extensions of their Revolving Commitments, until the repayment of credit under the Revolving Loans attributable Facility of such Existing Revolver Tranche, in each case, to the non-extended Revolving Commitments on extent provided in the relevant Maturity Date;
applicable Extension Amendment; (ii) the allocation Extension Amendment may provide for other covenants (as determined by the Company and Extending Revolving Lenders) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the participation exposure Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iii)
(1) the borrowing and repayment (except for (A) payments of interest and #95484613v795537764v17 fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Revolving Facility (and related outstandings), the Refinancing Revolving Commitments of a given Refinancing Series (and related outstandings) or the Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Maturity Date and (C) repayments made in connection with a permanent repayment and termination of commitments under the Revolving Facility, the Refinancing Revolving Commitments of a given Refinancing Series or the Extended Revolving Commitments of a given Extension Series, in each case having an earlier Maturity Date (subject to clause (3) below)) of Loans with respect to any then-existing or subsequently issued or made Letter of Credit as between the Extended Revolving Commitments of a given Extension Series after the date of obtaining such new tranche and the remaining Extended Revolving Commitments shall be made on a ratable pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, (2) subject to the provisions of Section 2.03(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series and/or Refinancing Revolving Commitments of a given Refinancing Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments and Refinancing Revolving Commitments in accordance with their percentage of the relative amounts thereof until Commitments under the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment applicable Classes (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reductionexcept as provided in Section 2.03(l), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments may not and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, except that the Company shall be extended without permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the prior written consent same assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of each Issuing BankExtended Revolving Commitments (and related outstandings) and Refinancing Revolving Commitments (and related outstandings); and
provided, further, that (vA) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, Extended Revolving Commitments of each Extension Series and Refinancing Revolving Commitments of each Refinancing Series) which have more than five different tranches Maturity Dates and (D) all documentation in respect of Revolving Commitmentssuch Extension Amendment shall be consistent with the foregoing. If the Total Utilization of Any Extended Revolving Commitments exceeds amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the Revolving Commitment extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments while incurred under this Section 2.18 shall be in an extended tranche aggregate principal #95484613v795537764v17 amount that is not less than $10,000,000 (or, if less, the entire principal amount of the Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order being extended pursuant to eliminate such excess on such Maturity Datethis under Section 2.18(b)).
Appears in 1 contract
Samples: Incremental Joinder (SS&C Technologies Holdings Inc)
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the maturity date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Revolving Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to an Revolver Extension Request, and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case of any Extension of may be) with such other terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Lender, as the original Revolving Loan Commitments and/or Revolving Loans, the following shall apply:
(and related outstandings): (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment maturity date of the Revolving Loans attributable to the non-extended Extended Revolving Commitments on may be delayed to a later date than the relevant Maturity Date;
(ii) the allocation maturity date of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Existing Revolver Tranche, as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without extent provided in the prior written consent of each Issuing Bankapplicable Extension Amendment; and
(v) provided, however, that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization Classes of Revolving Commitments exceeds hereunder (including Extended Revolving Commitments) which have more than four different maturity dates; (ii) the Revolving Commitment as a result of the occurrence of the Maturity Date All-In Yield, pricing, optional redemption or prepayment terms, with respect to any tranche extensions of credit under the Extended Revolving Commitments while an extended tranche (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments remains outstandingof such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants (as determined by the Borrower 88 Blue Bird Body Company Credit Agreement and Lenders extending) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Borrower Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall make be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) repayments required upon the maturity date of the non-extending Revolving Commitments and (III) repayments made in connection with a permanent repayment and termination of non-extended Revolving Commitments); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then-applicable Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of such payments Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as are necessary an increase in order any previously established Revolver Extension Series with respect to eliminate such excess on such Maturity DateExisting Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 (or, if less, the entire principal amount of the Indebtedness being extended pursuant to this under Section 2.24(b)).
Appears in 1 contract
Samples: Credit Agreement (Blue Bird Corp)
Extension of Revolving Commitments. In the case The Borrower Representative may at any time and from time to time request that all or a portion of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall a given Class (each, an “Existing Revolver Tranche”) be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating converted or exchanged to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) extend the Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Revolving Credit Commitments, the Borrower Representative shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the Maturity Date of the Extended Revolving Credit Commitments may not be extended without delayed to a later date than the prior written consent Maturity Date of each Issuing Bankthe Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; and
(v) provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder which have more than five (5) different tranches Maturity Dates; (ii) the Yield with respect to extensions of credit under the Extended Revolving Commitments. If Credit Commitments (whether in the Total Utilization form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Yield for extensions of credit under the Revolving Commitments exceeds of such Existing Revolver Tranche, in each case, to the Revolving Commitment as a result extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the occurrence Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension NAI-1537228099v31537241654v2 Request is delivered to Lenders, (B) in no event shall the Maturity Date of any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Credit Commitments while proposed to be incurred under this Section 2.26 shall be in an extended tranche of Revolving Commitments remains outstanding, aggregate principal amount that is not less than $5,000,000 (it being understood that the Borrower shall make actual principal amount thereof provided by the applicable Lenders may be lower than such payments as are necessary in order to eliminate such excess on such Maturity Dateminimum amount).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Extension of Revolving Commitments. In the case The Borrower Representative may at any time and from time to time request that all or a portion of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall a given Class (each, an “Existing Revolver Tranche”) be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating converted or exchanged to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) extend the Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Revolving Credit Commitments, the Borrower Representative shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the Maturity Date of the Extended Revolving Credit Commitments may not be extended without delayed to a later date than the prior written consent Maturity Date of each Issuing Bankthe Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; and
(v) provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder which have more than five (5) different tranches Maturity Dates; (ii) the Yield with respect to extensions of credit under the Extended Revolving Commitments. If Credit Commitments (whether in the Total Utilization form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Yield for extensions of credit under the Revolving Commitments exceeds of such Existing Revolver Tranche, in each case, to the Revolving Commitment as a result extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the occurrence DOC ID - 36220401.1 Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the nonextending Revolving Commitments); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Credit Commitments while proposed to be incurred under this Section 2.26 shall be in an extended tranche of Revolving Commitments remains outstanding, aggregate principal amount that is not less than $5,000,000 (it being understood that the Borrower shall make actual principal amount thereof provided by the applicable Lenders may be lower than such payments as are necessary in order to eliminate such excess on such Maturity Dateminimum amount).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Extension of Revolving Commitments. In the case The Borrower may, at any time and from time to time, request that all or a portion of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall a given Class (each, an “Existing Revolver Tranche”) be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating amended to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) extend the Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.22. In order to establish any Extended Revolving Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all Extending Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the Maturity Date of the Extended Revolving Commitments may not be extended without delayed to a later date than the prior written consent Maturity Date of each Issuing Bankthe Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; and
(v) provided, however, that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization Classes of Revolving Commitments exceeds hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than two (2) different Maturity Dates (unless otherwise consented to by the Administrative Agent in its reasonable discretion); (ii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In-Yield for extensions of credit under the Revolving Commitment as a result Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the occurrence Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except (I) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) for repayments required upon the Maturity Date of the non-extending Revolving Commitments and (III) Extended Revolving Commitments may participate on a less than (but not greater than, except that Extended Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments existing on the date of effectiveness of any Extension Amendment), except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement; provided, further, that (A) in no event shall the final Maturity Date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder, (B) any such Extended Revolving Commitments (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect) and (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a Class (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.22 shall be in an aggregate principal amount that is not less than [REDACTED – Dollar Amount] (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstandingRevolver Extension Request, which may be waived by the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Dateits sole discretion.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Concordia Healthcare Corp.)
Extension of Revolving Commitments. In the case of any Extension of Revolving Commitments and/or Revolving LoansThe Borrower may, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment behalf of the Revolving Loans attributable Borrowers, at any time and from time to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation time request that all or a portion of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall a given Class (each, an “Existing Revolver Tranche”) be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating amended to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) extend the Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.28. In order to establish any Extended Revolv- ing Credit Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the Maturity Date of the Extended Revolving Credit Commitments may not be extended without delayed to a later date than the prior written consent Maturity Date of each Issuing Bankthe Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; and
(v) provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Credit Commitments) which have more than five (5) different tranches Maturity Dates; (ii) the effective yield with respect to extensions of credit under the Extended Revolving Commitments. If Credit Commitments (whether in the Total Utilization form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the effective yield for extensions of credit under the Revolving Commitments exceeds of such Existing Revolver Tranche, in each case, to the Revolving Commitment as a result extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the occurrence Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments); provided, further, that (A) no Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Credit Commitments while incurred under this Section 2.28 shall be in an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Dateaggregate principal amount that is not less than $10,000,000.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Delta Air Lines Inc /De/)
Extension of Revolving Commitments. In the case of The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the non-extended scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments on the relevant Maturity Date;
(iiany such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) the allocation of the participation exposure and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any then-existing or subsequently issued or made Letter Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent and the Priority Revolving Agent (and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of Credit as between such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (a) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such new tranche and the remaining Existing Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Class; provided, as applicablehowever, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization Classes of Revolving Commitments exceeds hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent such Revolving Commitments pertain to the Priority Revolving Facility, the Priority Revolving Agent), (b) (i) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitment as a result Commitments of such Existing Revolving Class and/or (ii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the occurrence items contemplated by the preceding clause (i), in each case, to the extent provided in the applicable Extension Amendment, (c)
(i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms applicable solely to any tranche period after the Latest Maturity Date in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01 , the Administrative Agent) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01 , in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments while an extended tranche of from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments remains outstandingamended from an Existing Revolving Class may, to the Borrower shall make extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such payments as are necessary in order to eliminate such excess on such Maturity DateExisting Revolving Class.
Appears in 1 contract
Samples: First Lien Credit Agreement (Convey Holding Parent, Inc.)
Extension of Revolving Commitments. In Upon the case written request of any Extension the Borrower, received by the Administrative Agent not less than sixty days prior to the then current Termination Date and subject to the consent of Revolving Commitments and/or Revolving Loanseach Lender willing to grant such request, the following Termination Date shall apply:
be extended to the date which is three years from the date which is thirty days from the date of such request. The Administrative Agent shall transmit such request to each Lender within one Business Day. The Lenders shall respond through the Administrative Agent to any such request of the Borrower within thirty days of the Borrower's request. Any Lender not responding within thirty days shall be deemed to have declined the request. At the option of the Borrower, any declining Lender's Revolving Commitment may be assumed, in whole or in part, by one or more existing Lenders or other lenders acceptable to the Borrower and the Administrative Agent, upon compliance with SECTION 9.9; PROVIDED, HOWEVER, Assignee shall pay the $3,500 processing fee required by SECTION 9.1(b). If any such Revolving Commitment is not so replaced within thirty (30) days of the Lender's response, then, at the Borrower's option, either (i) all borrowings the Borrower shall give prompt written notice to each Lender of its decision to withdraw such request and all prepayments of the Aggregate Revolving Loans Commitments shall continue to be made on a ratable basis among all Revolving Lenders, based terminate on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
then current Termination Date or (ii) the allocation Borrower shall give prompt notice of termination of the participation exposure Revolving Commitment to each and every Lender that has not consented to the extension (to the extent it has not been assumed), with respect a copy to any then-existing or subsequently issued or made the Administrative Agent, and shall prepay the Loans of such Lenders on three Business Days' prior notice to such Lenders and the Administrative Agent, which shall reduce the Aggregate Revolving Commitments accordingly (to the extent not assumed), (i) reallocate such Lender's Commitment Percentage of the L/C Outstandings in accordance with SECTION 2.4(d) as if a new Letter of Credit as between were issued in such amount for the account of the Borrower, and (ii) if such reallocation results in the aggregate Exposure Amount exceeding the Aggregate Revolving Commitments Commitments, secure such excess amount by cash or cash equivalents delivered to and pledged to the Administrative Agent in a manner satisfactory to the Administrative Agent concurrently with the effectiveness of such new tranche termination, and the remaining Revolving Commitments Termination Date shall be made on a ratable basis extended in accordance with this SECTION 2.5 for the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended remaining Aggregate Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments SCHEDULE 1.1 shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)amended accordingly; PROVIDED, as applicableHOWEVER, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid that notwithstanding anything in full);
(iv) the Maturity Date with respect this SECTION 2.5 to the Revolving Commitments may not be extended without contrary, in the prior written event that less than the Majority Lenders consent of each Issuing Bank; and
(v) at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstandingextension hereunder, the Borrower shall make such payments as are necessary in order be deemed to eliminate such excess have withdrawn its request and the Aggregate Revolving Commitments shall terminate on such Maturity the then current Termination Date.
Appears in 1 contract
Extension of Revolving Commitments. In the case of (a) The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and the Revolving Loans attributable of such Existing Revolving Tranche, the “Existing Revolving Loans”), in each case, be converted to extend the non-extended Revolving Commitments on scheduled maturity date(s) of any payment of principal (or extend the relevant Maturity Date;
(iitermination date of any commitments) the allocation of the participation exposure with respect to all or a portion of any then-existing principal amount (or subsequently issued or made Letter commitments) of Credit as between any Existing Revolving Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such new tranche Extended Revolving Tranches, the “Extended Revolving Commitments”) and the remaining Revolving Commitments to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and corresponding pro rata permanent reduction(ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), as applicableexcept (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
y) (ivA) the Maturity Date interest margins with respect to the Extended Revolving Commitments Tranche may not be extended without higher or lower than the prior written consent interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu of each Issuing Bankany increased margins contemplated by the preceding clause (A); andprovided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date).
(vb) The Borrower shall provide the applicable Extension Request at no time least 10 Business Days (or such shorter period as the Administrative Agent may agree to) prior to the date on which Lenders under the applicable Existing Revolving Tranche or Existing Revolving Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Revolving Tranche shall there be more than five different tranches notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Revolving CommitmentsTranche. If In the Total Utilization event that the aggregate amount of Revolving Commitments the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Revolving Commitment as Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Revolving Tranches on a result pro rata basis based on the amount of the occurrence Specified Existing Tranches included in each such Extension Election. In connection with any extension of the Maturity Date with respect Loans pursuant to any tranche of Revolving Commitments while this Section 2.26 (each, an extended tranche of Revolving Commitments remains outstanding“Extension”), the Borrower shall make agree to such payments procedures regarding timing, rounding and other administrative adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, as are necessary may be established by, or acceptable to, the Administrative Agent and the Borrower, in order each case acting reasonably to eliminate accomplish the purposes of this Section 2.26.; provided, that no such excess on Extension and no amendments relating thereto (including any Section 2.26 Additional Amendments) shall become effective, unless (i) the Borrower shall deliver or cause to be delivered documents of a type comparable to those described in clause (viii) of Section 2.25(b) to the extent reasonably requested by the Administrative Agent and (ii) the conditions set forth in Section 2.34 shall be satisfied, if applicable.
(c) Extended Revolving Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement and the other Loan Documents (which may include amendments to provisions related to maturity, interest margins or fees referenced in clauses (x) and (y) of Section 2.26(a), and which, except to the extent expressly contemplated by the last sentence of this Section 2.26(c) and notwithstanding anything to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Revolving Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. Subject to the requirements of this Section 2.26 and without limiting the generality or applicability of Section 10.1 to any Section 2.26 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such Maturity Date.additional amendment, a “
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Revlon Inc /De/)
Extension of Revolving Commitments. In the case of The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the non-extended scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments on the relevant Maturity Date;
(iiany such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) the allocation of the participation exposure and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any then-existing or subsequently issued or made Letter Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of Credit as between such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such new tranche and the remaining Existing Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Class; provided, as applicablehowever, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization Classes of Revolving Commitments exceeds hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitment as a result Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the occurrence items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all Borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) at the election of the Borrower, the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to Extended Term Loans that, if not consistent with the terms of the Existing Term Loan Class subject to such Term Loan Extension Request, either, (A) are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Term Loan Class subject to the Term Loan Extension Request, except in each case, with respect to (x) other covenants and terms that apply to any tranche period after the Latest Maturity Date in respect of Revolving Commitments while an that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Revolving Facility or (B) reflect market terms and conditions (taken as a whole) at the time of such Revolving Extension Request (as determined by the Borrower in good faith). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended tranche pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments remains outstandingfrom the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the Borrower shall make extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such payments as are necessary in order to eliminate such excess on such Maturity DateExisting Revolving Class.
Appears in 1 contract
Extension of Revolving Commitments. In the case The Borrower may, at any time and from time to time, request that all or a portion of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall a given Class (each, an “Existing Revolver Tranche”) be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating amended to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) extend the Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.22. In order to establish any Extended Revolving Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all Extending Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the Maturity Date of the Extended Revolving Commitments may not be extended without delayed to a later date than the prior written consent Maturity Date of each Issuing Bankthe Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; and
(v) provided, however, that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization Classes of Revolving Commitments exceeds hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than two (2) different Maturity Dates (unless otherwise consented to by the Administrative Agent in its reasonable discretion); (ii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In-Yield for extensions of credit under the Revolving Commitment as a result Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the occurrence Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except (I) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) for repayments required upon the Maturity Date of the non-extending Revolving Commitments and (III) Extended Revolving Commitments may participate on a less than (but not greater than, except that Extended Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments existing on the date of effectiveness of any Extension Amendment), except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement; provided, further, that (A) in no event shall the final Maturity Date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder, (B) any such Extended Revolving Commitments (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect) and (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a Class (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.22 shall be in an aggregate principal amount that is not less than $5,000,000 (or the Dollar Equivalent in Euros or Pounds Sterling) (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstandingRevolver Extension Request, which may be waived by the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Dateits sole discretion.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Concordia International Corp.)
Extension of Revolving Commitments. In the case of The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the non-extended scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments on the relevant Maturity Date;
(iiany such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) the allocation of the participation exposure and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any then-existing or subsequently issued or made Letter Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent and the Priority Revolving Agent (and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of Credit as between such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (a) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such new tranche and the remaining Existing Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction)Class; provided, as applicablehowever, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of each Issuing Bank; and
(v) that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization Classes of Revolving Commitments exceeds hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent such Revolving Commitments pertain to the Priority Revolving Facility, the Priority Revolving Agent), (b) (i) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitment as a result Commitments of such Existing Revolving Class and/or (ii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the occurrence items contemplated by the preceding clause (i), in each case, to the extent provided in the applicable Extension Amendment, (c)
(i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms applicable solely to any tranche period after the Latest Maturity Date in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and, the 2020 Incremental Term Loans and the 2022 Incremental Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments while an extended tranche of from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments remains outstandingamended from an Existing Revolving Class may, to the Borrower shall make extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such payments as are necessary in order to eliminate such excess on such Maturity DateExisting Revolving Class.
Appears in 1 contract
Samples: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.)
Extension of Revolving Commitments. In the case of (a) The Borrower may at any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) time and from time to time request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and the Revolving Loans attributable of such Existing Revolving Tranche, the “Existing Revolving Loans”), in each case, be converted to extend the non-extended Revolving Commitments on scheduled maturity date(s) of any payment of principal (or extend the relevant Maturity Date;
(iitermination date of any commitments) the allocation of the participation exposure with respect to all or a portion of any then-existing principal amount (or subsequently issued or made Letter commitments) of Credit as between any Existing Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such new tranche Extended Revolving Tranches, the “Extended Revolving Commitments”) and the remaining Revolving Commitments to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and corresponding pro rata permanent reduction(ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), as applicableexcept (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
y) (ivA) the Maturity Date interest margins with respect to the Extended Revolving Commitments Tranche may not be extended without higher or lower than the prior written consent interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu of each Issuing Bankany increased margins contemplated by the preceding clause (A); andprovided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date).
(vb) The Borrower shall provide the applicable Extension Request at no time least 10 Business Days (or such shorter period as the Administrative Agent may agree to) prior to the date on which Lenders under the applicable Existing Revolving Tranche or Existing Revolving Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Revolving Tranche shall there be more than five different tranches notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Revolving CommitmentsTranche. If In the Total Utilization event that the aggregate amount of Revolving Commitments the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Revolving Commitment as Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Revolving Tranches on a result pro rata basis based on the amount of the occurrence Specified Existing Tranches included in each such Extension Election. In connection with any extension of the Maturity Date with respect Loans pursuant to any tranche of Revolving Commitments while this Section 2.26 (each, an extended tranche of Revolving Commitments remains outstanding“Extension”), the Borrower shall make agree to such payments procedures regarding timing, rounding and other administrative adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, as are necessary may be established by, or acceptable to, the Administrative Agent and the Borrower, in each case acting reasonably to accomplish the purposes of this Section 2.26.
(c) Extended Revolving Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees referenced in clauses (x) and (y) of Section 2.26(a), and which, except to the extent expressly contemplated by the last sentence of this Section 2.26(c) and notwithstanding anything to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Revolving Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. Subject to the requirements of this Section 2.26 and without limiting the generality or applicability of Section 10.1 to any Section 2.26 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.26 Additional Amendment”) to this Agreement and the other Loan Documents; provided, that such Section 2.26 Additional Amendments do not become effective prior to the time that such Section 2.26 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Revolving Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.26 Additional Amendments to eliminate become effective in accordance with Section 10.1; provided, further, that no Extension Amendment may provide for any Extended Revolving Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Revolving Tranches or be guaranteed by any Person other than the Guarantors. Notwithstanding anything to the contrary in Section 10.1, any such excess Extension Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable judgment of the Borrower and the Administrative Agent, to effect the provisions of this Section 2.26; provided, that the foregoing shall not constitute a consent on such Maturity Date.behalf of any Lender to the terms of any Section 2.26
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Revlon Inc /De/)
Extension of Revolving Commitments. In the case of The Company may, at any Extension of Revolving Commitments and/or Revolving Loanstime and from time to time, the following shall apply:
(i) request that all borrowings and all prepayments of Revolving Loans shall continue to be made on or a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment portion of the Revolving Loans attributable Facility (each, an “Existing Revolver Tranche”) be amended to extend the non-extended Revolving Commitments on the relevant Maturity Date;
(ii) the allocation of the participation exposure Date with respect to all or a portion of any then-existing or subsequently issued or made Letter principal amount of Credit as between the Commitments under the Revolving Facility (any such
(1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Revolving Facility (and related outstandings), the Refinancing Revolving Commitments of a given Refinancing Series (and related outstandings) or the Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Maturity Date and (C) repayments made in connection with a permanent repayment and termination of commitments under the Revolving Facility, the Refinancing Revolving Commitments of a given Refinancing Series or the Extended Revolving Commitments of a given Extension Series, in each case having an earlier Maturity Date (subject to clause (3) below)) of Loans with respect to Extended Revolving Commitments of a given Extension Series after the date of obtaining such new tranche and the remaining Extended Revolving Commitments shall be made on a ratable pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, (2) subject to the provisions of Section 2.03(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series and/or Refinancing Revolving Commitments of a given Refinancing Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments and Refinancing Revolving Commitments in accordance with their percentage of the relative amounts thereof until Commitments under the Maturity Date relating to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment applicable Classes (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reductionexcept as provided in Section 2.03(l), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) the without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments may not and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, except that the Company shall be extended without permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the prior written consent same assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of each Issuing BankExtended Revolving Commitments (and related outstandings) and Refinancing Revolving Commitments (and related outstandings); and
provided, further, that (vA) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, Extended Revolving Commitments of each Extension Series and Refinancing Revolving Commitments of each Refinancing Series) which have more than five different tranches Maturity Dates and (D) all documentation in respect of Revolving Commitmentssuch Extension Amendment shall be consistent with the foregoing. If the Total Utilization of Any Extended Revolving Commitments exceeds amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the Revolving Commitment extent provided in the applicable Extension Amendment, be designated as a result of the occurrence of the Maturity Date an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments while incurred under this Section 2.18 shall be in an extended tranche aggregate principal amount that is not less than $10,000,000 (or, if less, the entire principal amount of the Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order being extended pursuant to eliminate such excess on such Maturity Datethis under Section 2.18(b)).
Appears in 1 contract
Samples: Incremental Joinder & First Amendment to Credit Agreement (SS&C Technologies Holdings Inc)
Extension of Revolving Commitments. In the case of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:
(i) all borrowings The Borrower may at any time and all prepayments of Revolving Loans shall continue from time to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable time within six months prior to the non-extended Revolving Commitments on the relevant applicable Maturity Date;
(ii) the allocation Date request that all of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new tranche and the remaining Revolving Commitments shall a given class (each, an “Existing Revolver Tranche”) be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating amended to such non-extended Revolving Commitments has occurred;
(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);
(iv) extend the Maturity Date with respect to all or a portion of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.22. In order to establish any Extended Revolving Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) (except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall, subject to this Section 2.22(b)(i), be determined by the Borrower, the Administrative Agent and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with such other terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as the original Revolving Commitments (and related outstandings) including: (i) the Maturity Date of the Extended Revolving Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments may not be extended without of such Existing Revolver Tranche, to the prior written consent of each Issuing Bankextent provided in the applicable Extension Amendment; and
(v) provided, however, that at no time shall there be more than five different tranches of Revolving Commitments. If the Total Utilization classes of Revolving Commitments exceeds hereunder (including Extended Revolving Commitments) which have more than two different Maturity Dates; (ii) the All-In Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitment Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants (as a result determined by the Borrower, the Administrative Agent and the Extending Revolving Lenders) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the occurrence Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments and commitment reductions thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments and (III) repayments made in connection with a permanent repayment and termination of non-extended Revolving Commitments); provided, further, that (A) no Default or Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to the Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the Latest Maturity Date of any other Revolving Commitments hereunder, and (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing.
(ii) Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to any tranche such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments while incurred under this Section 2.22 shall be in an extended tranche of Revolving Commitments remains outstandingaggregate principal amount that is not less than $5,000,000 (or, if less, the Borrower shall make such payments as are necessary in order entire principal amount of the Indebtedness being extended pursuant to eliminate such excess on such Maturity Datethis Section 2.22(b)).
Appears in 1 contract