Extension of Revolving Loan Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.16, the Borrower Agent may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings)) (the “Extension”) pursuant to a written offer (the “Extension Offer”) made by the Borrower Agent to all Lenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans and unfunded Revolving Loan Commitments) and on the same terms to each such Lender. In connection with the Extension, (i) the Borrower Agent will provide notification to the Administrative Agent (for distribution to the Lenders) and (ii) each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is fifteen (15) days after delivery of notice by the Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Borrower Agent. Any Lender that does not respond to the Extension Offer by the Notice Date shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Borrower Agent of each Lender’s determination under this Section 2.16(a). The election of any Lender to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Revolving Loan Commitments so extended shall cease to be a part of the tranche of the Revolving Loan Commitments they were a part of immediately prior to the Extension and shall be a new tranche of Extended Revolving Loan Commitments hereunder. (b) The Borrower Agent shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Extension under Section 2.16(a) with, and add as “Lenders” under this Agreement in place thereof, one or more Replacement Lenders as provided in Section 2.13; provided that each of such Replacement Lender shall enter into an Assignment and Acceptance pursuant to which such Replacement Lender shall, effective as of a closing date selected by the Borrower Agent (which shall occur no later than thirty (30) days following the Notice Date and shall occur on the same date as the effectiveness of the Extension as to the Lenders which have consented thereto pursuant to Section 2.16(a)), undertake the Revolving Loan Commitment of such Replaced Lender (and, if any such Replacement Lender is already a Lender, its Revolving Loan Commitment shall be in addition to such Xxxxxx’s Revolving Loan Commitment hereunder on such date). (c) The Extension shall be subject to the following: (i) except as to interest rates, utilization fees, unused fees and final maturity, the Revolving Loan Commitment of any Lender extended pursuant to the Extension (the “Extended Revolving Loan Commitment”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Loan Commitments (and related outstandings); provided that, subject to the provisions of Sections 3.07 to the extent dealing with Letters of Credit which mature or expire after the Initial Maturity Date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their RL Percentages (and except as provided in Sections 3.07, without giving effect to changes thereto on the Initial Maturity Date with respect to Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Loan Commitments and Extended Revolving Loan Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Final Maturity Date of any tranche of Revolving Loan Commitments or Extended Revolving Loan Commitments); (ii) if the aggregate principal amount of Revolving Loan Commitments in respect of which Lenders shall have accepted the Extension Offer shall exceed the maximum aggregate principal amount of Revolving Loan Commitments offered to be extended by the Borrower Agent pursuant to the Extension Offer, then the Revolving Loan Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted the Extension Offer; (iii) all documentation in respect of the Extension shall be consistent with the foregoing, and all written communications by the Borrower Agent generally directed to the Lenders in connection therewith shall be in form consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; and (iv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower Agent shall deliver to the Administrative Agent a certificate of a Responsible Officer of each Loan Party dated the applicable date of the Extension and executed by a Responsible Officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Sections 7.01 and 7.03 shall be satisfied (with all references in such Section to any Credit Event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Responsible Officer of the Borrower Agent. (d) With respect to the Extension consummated by the Borrower Agent pursuant to this Section 2.16, (i) the Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02, 5.03, 13.02 or 13.06 and (ii) if the amount extended is less than the Maximum Letter of Credit Amount, the Maximum Letter of Credit Amount shall be reduced upon the date that is five (5) Business Days prior to the Initial Maturity Date (to the extent needed so that the Maximum Letter of Credit Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Maturity Date), and, if applicable, the Borrower Agent shall cash collateralize obligations under any issued Letters of Credit in an amount equal to one hundred and five percent (105%) of the Stated Amount of such Letters of Credit; provided that at any time, to the extent that cash collateral exceeds one hundred and five percent (105%) of the Stated Amount of all outstanding Letters of Credit, the Administrative Agent shall apply such excess at such time as if Borrower Agent has made a voluntary prepayment pursuant to Section 5.01. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transaction contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Section 5.01, 5.02, 5.03, 13.02 or 13.06) or any other Loan Document that may otherwise prohibit the Extension or any other transaction contemplated by this Section 2.16; provided that such consent shall not be deemed to be an acceptance of the Extension Offer. (e) The Lenders hereby irrevocably authorize the Administrative Agent on behalf of all of the Lenders to enter into amendments to this Agreement and the other Loan Documents with the Loan Parties as may be requested by the Borrower Agent in order establish new tranches in respect of Revolving Loan Commitments so extended and such amendments as may be requested by the Borrower Agent in connection with the establishment of such new tranches, in each case on terms consistent with this Section 2.16 and without any requirement of additional consent by any Lender. Without limiting the foregoing, in connection with the Extension, the respective parties shall (at the expense of the Loan Parties) amend (and the Administrative Agent and the Collateral Agent, as applicable, are hereby authorized to amend at the request of the Borrower Agent) any Loan Document (including any Mortgage) that has a maturity date prior to the Extended Final Maturity Date so that such maturity date is extended to the Extended Final Maturity Date (or such later date as may be advised by local counsel to the Borrower Agent). Any request of the Borrower Agent under this Section 2.16(e) shall be in the form of a certificate of a Responsible Officer of the Borrower Agent, certifying that such amendment, and the execution thereof by the applicable Administrative Agent, are authorized and permitted by the Loan Documents, including this Section 2.16(e). (f) In connection with the Extension, the Borrower Agent 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, if any, as may be reasonably established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.16.
Appears in 2 contracts
Samples: Abl Credit Agreement (Pyxus International, Inc.), Abl Credit Agreement (Pyxus International, Inc.)
Extension of Revolving Loan Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.162.19, the Borrower Agent Company may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings)) (the “Extension”) pursuant to a written offer (the “Extension Offer”) made by the Borrower Agent Company to all Lenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans and unfunded Revolving Loan Commitments) and on the same terms to each such Lender. In connection with the Extension, (i) the Borrower Agent Company will provide notification to the Administrative Agent (for distribution to the Lenders), (ii) the Swingline Lender and (iiiii) each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is fifteen specified in the notice (15) days which shall be at least 10 Business Days after delivery of notice the notice) given by the Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Borrower Administrative Agent. Any Lender that does not respond to the Extension Offer by the Notice Date shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Borrower Agent Company of each Lender’s determination under this Section 2.16(a2.19(a). The election of any Lender to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Revolving Loan Commitments so extended shall cease to be a part of the tranche of the Revolving Loan Commitments they were a part of immediately prior to the Extension and shall be a new tranche of Extended Revolving Loan Commitments hereunder.
(b) The Borrower Agent Company shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Extension under Section 2.16(a2.19(a) with, and add as “Lenders” under this Agreement in place thereof, one or more Replacement Lenders as provided in Section 2.13; provided that each of such Replacement Lender Lenders shall enter into an Assignment and Acceptance Assumption Agreement pursuant to which such Replacement Lender shall, effective as of a closing date selected by the Borrower Administrative Agent in consultation with the Company (which shall occur no later than thirty (30) days following the Notice Date and shall occur on the same date as the effectiveness of the Extension as to the Lenders which have consented thereto pursuant to Section 2.16(a2.19(a)), undertake the Revolving Loan Commitment of such Replaced Lender (and, if any such Replacement Lender is already a Lender, its Revolving Loan Commitment shall be in addition to such XxxxxxLender’s Revolving Loan Commitment hereunder on such date).
(c) The Extension shall be subject to the following:
(i) except as to interest rates, utilization fees, unused fees and final maturity, the Revolving Loan Commitment of any Lender extended pursuant to the Extension (the “Extended Revolving Loan Commitment”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Loan Commitments (and related outstandings); provided that, subject to the provisions of Sections 3.07 and 2.01(f) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Initial Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their RL Percentages (and except as provided in Sections 3.073.07 and 2.01(f), without giving effect to changes thereto on the Initial Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Loan Commitments and Extended Revolving Loan Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Final Maturity Date of any tranche of Revolving Loan Commitments or Extended Revolving Loan Commitments);
(ii) if the aggregate principal amount of Revolving Loan Commitments in respect of which Lenders shall have accepted the Extension Offer shall exceed the maximum aggregate principal amount of Revolving Loan Commitments offered to be extended by the Borrower Agent Company pursuant to the Extension Offer, then the Revolving Loan Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted the Extension Offer;
(iii) all documentation in respect of the Extension shall be consistent with the foregoing, and all written communications by the Borrower Agent Company generally directed to the Lenders in connection therewith shall be in form consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; and
(iv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower Agent Company shall deliver to the Administrative Agent a certificate of a Responsible an Authorized Officer of each Loan Credit Party dated the applicable date of the Extension and executed by a Responsible an Authorized Officer of such Loan Credit Party certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such Extension and (y) the conditions set forth in Sections 7.01 and 7.03 shall be satisfied (with all references in such Section to any Credit Event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Responsible an Authorized Officer of the Borrower AgentCompany.
(d) With respect to the Extension consummated by the Borrower Agent Company pursuant to this Section 2.162.19, (i) the Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement (including Section 5.01, 5.02, 5.03, 13.02 or 13.06 and 13.06), (ii) if the amount extended is less than the Maximum Letter of Credit Amount, the Maximum Letter of Credit Amount shall be reduced upon the date that is five (5) Business Days prior to the Initial Maturity Date (to the extent needed so that the Maximum Letter of Credit Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Maturity Date), and, if applicable, the Borrower Agent Company shall cash collateralize obligations under any issued Letters of Credit with a termination date (taking into account any possible extensions thereof) later than five Business Days prior to the Initial Maturity Date in an amount equal to one hundred and five percent (105%) 102% of the Stated Amount of such Letters of Credit; provided Credit that at any timeare in excess of the proposed reduced Maximum Letter of Credit Amount, and (iii) if the amount extended is less than the Maximum Swingline Amount, the Maximum Swingline Amount shall be reduced upon the date that is five Business Days prior to the Initial Maturity Date (to the extent needed so that cash collateral exceeds one hundred and five percent (105%) the Maximum Swingline Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Maturity Date), and, if applicable, the Company shall prepay any outstanding Swingline Loans in excess of the Stated Maximum Swingline Amount of all outstanding Letters of Credit, the Administrative Agent shall apply such excess at such time as if Borrower Agent has made a voluntary prepayment pursuant to Section 5.01that is then in effect. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transaction transactions contemplated by this Section 2.16 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Section 5.01, 5.02, 5.03, 13.02 or 13.06) or any other Loan Credit Document that may otherwise prohibit the Extension or any other transaction contemplated by this Section 2.162.19; provided that such consent shall not be deemed to be an acceptance of the Extension Offer.
(e) The Lenders hereby irrevocably authorize the Administrative Agent on behalf of all of the Lenders to enter into amendments to this Agreement and the other Loan Credit Documents with the Loan Credit Parties as may be requested by the Borrower Agent necessary in order establish new tranches in respect of Revolving Loan Commitments so extended and such amendments as may be requested by the Borrower Agent necessary in connection with the establishment of such new tranches, in each case on terms consistent with this Section 2.16 2.19 and without any requirement of additional consent by any Lender. Without limiting the foregoing, in connection with the Extension, the respective parties shall (at the expense of the Loan Credit Parties) amend (and the Administrative Agent and the Collateral Agent, as applicable, are is hereby authorized to amend at the request of the Borrower Agentamend) any Loan Credit Document (including any Mortgage) that has a maturity date prior to the Extended Final Maturity Date so that such maturity date is extended to the Extended Final Maturity Date (or such later date as may be advised by local counsel to the Borrower Agent). Any request of the Borrower Agent under this Section 2.16(e) shall be in the form of a certificate of a Responsible Officer of the Borrower Agent, certifying that such amendment, and the execution thereof by the applicable Administrative Agent, are authorized and permitted by the Loan Documents, including this Section 2.16(e).
(f) In connection with the Extension, the Borrower Agent Company shall provide the Administrative Agent at least five (5) 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.162.19.
Appears in 1 contract
Extension of Revolving Loan Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.162.19, the Borrower Agent Company may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings)) (the “Extension”) pursuant to a written offer (the “Extension Offer”) made by the Borrower Agent Company to all Lenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans and unfunded Revolving Loan Commitments) and on the same terms to each such Lender; provided, that an Extension Offer to extend Initial Revolving Loan Commitments may be made only to Lenders holding Initial Revolving Loan Commitments to enable them to extend such commitments to the 2023 Extended Maturity Date and the provisions of this Section 2.19 shall apply to any such Extension Offer accordingly. In connection with the Extension, (i) the Borrower Agent Company will provide notification to the Administrative Agent (for distribution to the Lenders), (ii) the Swingline Lender and (iiiii) each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is fifteen specified in the notice (15) days which shall be at least 10 Business Days after delivery of notice the notice) given by the Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Borrower Administrative Agent. Any Lender that does not respond to the Extension Offer by the Notice Date shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Borrower Agent Company of each Lender’s determination under this Section 2.16(a2.19(a). The election of any Lender to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Revolving Loan Commitments so extended shall cease to be a part of the tranche of the Revolving Loan Commitments they were a part of immediately prior to the Extension and shall be a new tranche of Extended Revolving Loan Commitments hereunder.
(b) The Borrower Agent Company shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Extension under Section 2.16(a2.19(a) with, and add as “Lenders” under this Agreement in place thereof, one or more Replacement Lenders as provided in Section 2.13; provided that each of such Replacement Lender Lenders shall enter into an Assignment and Acceptance Assumption Agreement pursuant to which such Replacement Lender shall, effective as of a closing date selected by the Borrower Administrative Agent in consultation with the Company (which shall occur no later than thirty (30) days following the Notice Date and shall occur on the same date as the effectiveness of the Extension as to the Lenders which have consented thereto pursuant to Section 2.16(a2.19(a)), undertake the Revolving Loan Commitment of such Replaced Lender (and, if any such Replacement Lender is already a Lender, its Revolving Loan Commitment shall be in addition to such XxxxxxLender’s Revolving Loan Commitment hereunder on such date). Notwithstanding anything herein to the contrary, each party hereto agrees that any assignment pursuant to the terms of this Section 2.19 may be effected pursuant to an Assignment and Assumption Agreement executed by the Company, the Administrative Agent and the assignee and that the Lender making such assignment need not be a party thereto.
(c) The Extension shall be subject to the following:
(i) except as to interest rates, utilization fees, unused fees and final maturity, the Revolving Loan Commitment of any Lender extended pursuant to the Extension (the “Extended Revolving Loan Commitment”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Loan Commitments (and related outstandings); provided that, subject to the provisions of Sections 3.07 3.07, and 2.01(f) and 2.01(g) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Initial Maturity Date or the 2023 Extended Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their RL Percentages (and except as provided in Sections 3.07, and 2.01(f) and 2.01(g), without giving effect to changes thereto on the Initial Maturity Date or the 2023 Extended Maturity Date, as applicable, with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Loan Commitments and Extended Revolving Loan Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Final Maturity Date of any tranche of Revolving Loan Commitments or Extended Revolving Loan Commitments);
(ii) if the aggregate principal amount of Revolving Loan Commitments in respect of which Lenders shall have accepted the Extension Offer shall exceed the maximum aggregate principal amount of Revolving Loan Commitments offered to be extended by the Borrower Agent Company pursuant to the Extension Offer, then the Revolving Loan Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted the Extension Offer;
(iii) all documentation in respect of the Extension shall be consistent with the foregoing, and all written communications by the Borrower Agent Company generally directed to the Lenders in connection therewith shall be in form consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; and
(iv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower Agent Company shall deliver to the Administrative Agent a certificate of a Responsible an Authorized Officer of each Loan Credit Party dated the applicable date of the Extension and executed by a Responsible an Authorized Officer of such Loan Credit Party certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such Extension and (y) the conditions set forth in Sections 7.01 and 7.03 shall be satisfied (with all references in such Section to any Credit Event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Responsible an Authorized Officer of the Borrower AgentCompany.
(d) With respect to the Extension consummated by the Borrower Agent Company pursuant to this Section 2.162.19, (i) the Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement (including Section 5.01, 5.02, 5.03, 13.02 or 13.06 and 13.0613.07), (ii) if the amount extended is less than the Maximum Letter of Credit Amount, the Maximum Letter of Credit Amount shall be reduced upon the date that is five (5) Business Days prior to the Initial 2023 ExtendedInitial Maturity Date (to the extent needed so that the Maximum Letter of Credit Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial 2023 ExtendedInitial Maturity Date), and, if applicable, the Borrower Agent Company shall cash collateralize obligations under any issued Letters of Credit with a termination date (taking into account any possible extensions thereof) later than five Business Days prior to the 2023 ExtendedInitial Maturity Date in an amount equal to one hundred and five percent (105%) 102% of the Stated Amount of such Letters of Credit; provided Credit that at any timeare in excess of the proposed reduced Maximum Letter of Credit Amount, and (iii) if the amount extended is less than the Maximum Swingline Amount, the Maximum Swingline Amount shall be reduced upon the date that is five Business Days prior to the 2023 ExtendedInitial Maturity Date (to the extent needed so that cash collateral exceeds one hundred and five percent (105%) the Maximum Swingline Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the 2023 ExtendedInitial Maturity Date), and, if applicable, the Company shall prepay any outstanding Swingline Loans in excess of the Stated Maximum Swingline Amount of all outstanding Letters of Credit, the Administrative Agent shall apply such excess at such time as if Borrower Agent has made a voluntary prepayment pursuant to Section 5.01that is then in effect. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transaction transactions contemplated by this Section 2.16 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Section 5.01, 5.02, 5.03, 13.02 or 13.0613.0613.07) or any other Loan Credit Document that may otherwise prohibit the Extension or any other transaction contemplated by this Section 2.162.19; provided that such consent shall not be deemed to be an acceptance of the Extension Offer.
(e) The Lenders hereby irrevocably authorize the Administrative Agent on behalf of all of the Lenders to enter into amendments to this Agreement and the other Loan Credit Documents with the Loan Credit Parties as may be requested by the Borrower Agent necessary in order establish new tranches in respect of Revolving Loan Commitments so extended and such amendments as may be requested by the Borrower Agent necessary in connection with the establishment of such new tranches, in each case on terms consistent with this Section 2.16 2.19 and without any requirement of additional consent by any Lender. Without limiting the foregoing, in connection with the Extension, the respective parties shall (at the expense of the Loan Credit Parties) amend (and the Administrative Agent and the Collateral Agent, as applicable, are is hereby authorized to amend at the request of the Borrower Agentamend) any Loan Credit Document (including any Mortgage) that has a maturity date prior to the Extended Final Maturity Date so that such maturity date is extended to the Extended Final Maturity Date (or such later date as may be advised by local counsel to the Borrower Agent). Any request of the Borrower Agent under this Section 2.16(e) shall be in the form of a certificate of a Responsible Officer of the Borrower Agent, certifying that such amendment, and the execution thereof by the applicable Administrative Agent, are authorized and permitted by the Loan Documents, including this Section 2.16(e).
(f) In connection with the Extension, the Borrower Agent Company shall provide the Administrative Agent at least five (5) 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.162.19.
(g) Notwithstanding anything to the contrary contained herein, any Lender with Initial Revolving Loan Commitments may agree after the Amendment and Restatement Effective Date to convert all or a portion of such Initial Revolving Loan Commitments to 2023 Extended Revolving Loan Commitments pursuant to an agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers, duly executed by such Lender, the Borrowers and the Administrative Agent, without any requirement of additional consent by any other Lender. Thereafter, such Initial Revolving Loan Commitments (or the portion thereof so converted) shall be considered 2023 Extended Revolving Loan Commitments for all purposes of this Agreement and the other Credit Documents.
Appears in 1 contract
Samples: Abl Credit Agreement (Tesla, Inc.)
Extension of Revolving Loan Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.16, the Borrower Agent may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings)) (the “Extension”) pursuant to a written offer (the “Extension Offer”) made by the Borrower Agent to all Lenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans and unfunded Revolving Loan Commitments) and on the same terms to each such Lender. In connection with the Extension, (i) the Borrower Agent will provide notification to the Administrative Agent (for distribution to the Lenders) and (ii) each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is fifteen (15) 20 days after delivery of notice by the Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Borrower Administrative Agent. Any Lender that does not respond to the Extension Offer by the Notice Date shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Borrower Agent of each Lender’s determination under this Section 2.16(a). The election of any Lender to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Revolving Loan Commitments so extended shall cease to be a part of the tranche of the Revolving Loan Commitments they were a part of immediately prior to the Extension and shall be a new tranche of Extended Revolving Loan Commitments hereunder.
(b) The Borrower Agent shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Extension under Section 2.16(a) with, and add as “Lenders” under this Agreement in place thereof, one or more Replacement Lenders as provided in Section 2.13; provided that each of such Replacement Lender Lenders shall enter into an Assignment and Acceptance Assumption Agreement pursuant to which such Replacement Lender shall, effective as of a closing date selected by the Administrative Agent in consultation with the Borrower Agent (which shall occur no later than thirty (30) 30 days following the Notice Date and shall occur on the same date as the effectiveness of the Extension as to the Lenders which have consented thereto pursuant to Section 2.16(a)), undertake the Revolving Loan Commitment of such Replaced Lender (and, if any such Replacement Lender is already a Lender, its Revolving Loan Commitment shall be in addition to such XxxxxxLender’s Revolving Loan Commitment hereunder on such date).
(c) The Extension shall be subject to the following:
(i) except as to interest rates, utilization fees, unused fees and final maturity, the Revolving Loan Commitment of any Lender extended pursuant to the Extension (the “Extended Revolving Loan Commitment”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Loan Commitments (and related outstandings); provided that, subject to the provisions of Sections 3.07 and 2.01(f) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Initial Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their RL Percentages (and except as provided in Sections 3.073.07 and 2.01(f), without giving effect to changes thereto on the Initial Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Loan Commitments and Extended Revolving Loan Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Final Maturity Date of any tranche of Revolving Loan Commitments or Extended Revolving Loan Commitments);
(ii) if the aggregate principal amount of Revolving Loan Commitments in respect of which Lenders shall have accepted the Extension Offer shall exceed the maximum aggregate principal amount of Revolving Loan Commitments offered to be extended by the Borrower Agent pursuant to the Extension Offer, then the Revolving Loan Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted the Extension Offer;
(iii) all documentation in respect of the Extension shall be consistent with the foregoing, and all written communications by the Borrower Agent generally directed to the Lenders in connection therewith shall be in form consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; and
(iv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower Agent shall deliver to the Administrative Agent a certificate of a Responsible an Authorized Officer of each Loan Credit Party dated the applicable date of the Extension and executed by a Responsible an Authorized Officer of such Loan Credit Party certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such Extension and (y) the conditions set forth in Sections 7.01 and 7.03 shall be satisfied (with all references in such Section to any Credit Event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Responsible an Authorized Officer of the Borrower AgentBorrower.
(d) With respect to the Extension consummated by the Borrower Agent pursuant to this Section 2.16, (i) the Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02, 5.03, 13.02 or 13.06 and 13.06, (ii) if the amount extended is less than the Maximum Letter of Credit Amount, the Maximum Letter of Credit Amount shall be reduced upon the date that is five (5) Business Days prior to the Initial Maturity Date (to the extent needed so that the Maximum Letter of Credit Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Maturity Date), and, if applicable, the Borrower Agent shall cash collateralize obligations under any issued Letters of Credit in an amount equal to one hundred and five percent (105%) % of the Stated Amount of such Letters of Credit; provided , and (iii) if the amount extended is less than the Maximum Swingline Amount, the Maximum Swingline Amount shall be reduced upon the date that at any time, is five (5) Business Days prior to the Initial Maturity Date (to the extent needed so that cash collateral exceeds one hundred and five percent (105%) of the Stated Maximum Swingline Amount of all outstanding Letters of Creditdoes not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Maturity Date), and, if applicable, the Administrative Agent Borrower shall apply such excess at such time as if Borrower Agent has made a voluntary prepayment pursuant to Section 5.01prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transaction transactions contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Section 5.01, 5.02, 5.03, 13.02 or 13.06) or any other Loan Credit Document that may otherwise prohibit the Extension or any other transaction contemplated by this Section 2.16; provided that such consent shall not be deemed to be an acceptance of the Extension Offer.
(e) The Lenders hereby irrevocably authorize the Administrative Agent on behalf of all of the Lenders to enter into amendments to this Agreement and the other Loan Documents with the Loan Parties as may be requested by the Borrower Agent in order establish new tranches in respect of Revolving Loan Commitments so extended and such amendments as may be requested by the Borrower Agent in connection with the establishment of such new tranches, in each case on terms consistent with this Section 2.16 and without any requirement of additional consent by any Lender. Without limiting the foregoing, in connection with the Extension, the respective parties shall (at the expense of the Loan Parties) amend (and the Administrative Agent and the Collateral Agent, as applicable, are hereby authorized to amend at the request of the Borrower Agent) any Loan Document (including any Mortgage) that has a maturity date prior to the Extended Final Maturity Date so that such maturity date is extended to the Extended Final Maturity Date (or such later date as may be advised by local counsel to the Borrower Agent). Any request of the Borrower Agent under this Section 2.16(e) shall be in the form of a certificate of a Responsible Officer of the Borrower Agent, certifying that such amendment, and the execution thereof by the applicable Administrative Agent, are authorized and permitted by the Loan Documents, including this Section 2.16(e).
(f) In connection with the Extension, the Borrower Agent 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, if any, as may be reasonably established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.16.
Appears in 1 contract
Extension of Revolving Loan Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.162.19, the Borrower Agent Company may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings)) (the “Extension”) pursuant to a written offer (the “Extension Offer”) made by the Borrower Agent Company to all Lenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans and unfunded Revolving Loan Commitments) and on the same terms to each such Lender. In connection with the Extension, (i) the Borrower Agent Company will provide notification to the Administrative Agent (for distribution to the Lenders) and (ii) each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is fifteen (15) days after delivery of specified in the notice given by the Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Borrower Administrative Agent. Any Lender that does not respond to the Extension Offer by the Notice Date shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Borrower Agent Company of each Lender’s determination under this Section 2.16(a2.19(a). The election of any Lender to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Revolving Loan Commitments so extended shall cease to be a part of the tranche of the Revolving Loan Commitments they were a part of immediately prior to the Extension and shall be a new tranche of Extended Revolving Loan Commitments hereunder.
(b) The Borrower Agent Company shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Extension under Section 2.16(a2.19(a) with, and add as “Lenders” under this Agreement in place thereof, one or more Replacement Lenders as provided in Section 2.13; provided that each of such Replacement Lender Lenders shall enter into an Assignment and Acceptance Assumption Agreement pursuant to which such Replacement Lender shall, effective as of a closing date selected by the Borrower Administrative Agent in consultation with the Company (which shall occur no later than thirty (30) days following the Notice Date and shall occur on the same date as the effectiveness of the Extension as to the Lenders which have consented thereto pursuant to Section 2.16(a2.19(a)), undertake the Revolving Loan Commitment of such Replaced Lender (and, if any such Replacement Lender is already a Lender, its Revolving Loan Commitment shall be in addition to such XxxxxxLender’s Revolving Loan Commitment hereunder on such date).
(c) The Extension shall be subject to the following:
(i) except as to interest rates, utilization fees, unused fees and final maturity, the Revolving Loan Commitment of any Lender extended pursuant to the Extension (the “Extended Revolving Loan Commitment”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Loan Commitments (and related outstandings); provided that, subject to the provisions of Sections SectionsSection 3.07 and 2.01(f) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Initial Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their RL Percentages (and except as provided in Sections 3.07SectionsSection 3.07 and 2.01(f), without giving effect to changes thereto on the Initial Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Loan Commitments and Extended Revolving Loan Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Final Maturity Date of any tranche of Revolving Loan Commitments or Extended Revolving Loan Commitments);
(ii) if the aggregate principal amount of Revolving Loan Commitments in respect of which Lenders shall have accepted the Extension Offer shall exceed the maximum aggregate principal amount of Revolving Loan Commitments offered to be extended by the Borrower Agent Company pursuant to the Extension Offer, then the Revolving Loan Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted the Extension Offer;
(iii) all documentation in respect of the Extension shall be consistent with the foregoing, and all written communications by the Borrower Agent Company generally directed to the Lenders in connection therewith shall be in form consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; and
(iv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower Agent Company shall deliver to the Administrative Agent a certificate of a Responsible an Authorized Officer of each Loan Credit Party dated the applicable date of the Extension and executed by a Responsible an Authorized Officer of such Loan Credit Party certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such Extension and (y) the conditions set forth in Sections 7.01 and 7.03 shall be satisfied (with all references in such Section to any Credit Event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Responsible an Authorized Officer of the Borrower AgentCompany.
(d) With respect to the Extension consummated by the Borrower Agent Company pursuant to this Section 2.162.19, (i) the Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement (including Section 5.01, 5.02, 5.03, 13.02 or 13.06 13.06), and (ii) if the amount extended is less than the Maximum Letter of Credit Amount, the Maximum Letter of Credit Amount shall be reduced upon the date that is five (5) Business Days prior to the Initial Maturity Date (to the extent needed so that the Maximum Letter of Credit Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Maturity Date), and, if applicable, the Borrower Agent Company shall cash collateralize obligations under any issued Letters of Credit with a termination date (taking into account any possible extensions thereof) later than five Business Days prior to the Initial Maturity Date in an amount equal to one hundred and five percent (105%) % of the Stated Amount of such Letters of Credit; provided Credit that at any timeare in excess of the proposed reduced Maximum Letter of Credit Amount, and (iii) if the amount extended is less than the Maximum Swingline Amount, the Maximum Swingline Amount shall be reduced upon the date that is five Business Days prior to the Initial Maturity Date (to the extent needed so that cash collateral exceeds one hundred and five percent (105%) the Maximum Swingline Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Maturity Date), and, if applicable, the Company shall prepay any outstanding Swingline Loans in excess of the Stated Maximum Swingline Amount of all outstanding Letters of Credit, the Administrative Agent shall apply such excess at such time as if Borrower Agent has made a voluntary prepayment pursuant to Section 5.01that is then in effect. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transaction transactions contemplated by this Section 2.16 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Section 5.01, 5.02, 5.03, 13.02 or 13.06) or any other Loan Credit Document that may otherwise prohibit the Extension or any other transaction contemplated by this Section 2.162.19; provided that such consent shall not be deemed to be an acceptance of the Extension Offer.
(e) The Lenders hereby irrevocably authorize the Administrative Agent on behalf of all of the Lenders to enter into amendments to this Agreement and the other Loan Credit Documents with the Loan Credit Parties as may be requested by the Borrower Agent necessary in order establish new tranches in respect of Revolving Loan Commitments so extended and such amendments as may be requested by the Borrower Agent necessary in connection with the establishment of such new tranches, in each case on terms consistent with this Section 2.16 2.19 and without any requirement of additional consent by any Lender. Without limiting the foregoing, in connection with the Extension, the respective parties shall (at the expense of the Loan Credit Parties) amend (and the Administrative Agent and the Collateral Agent, as applicable, are is hereby authorized to amend at the request of the Borrower Agentamend) any Loan Credit Document (including any Mortgage) that has a maturity date prior to the Extended Final Maturity Date so that such maturity date is extended to the Extended Final Maturity Date (or such later date as may be advised by local counsel to the Borrower Agent). Any request of the Borrower Agent under this Section 2.16(e) shall be in the form of a certificate of a Responsible Officer of the Borrower Agent, certifying that such amendment, and the execution thereof by the applicable Administrative Agent, are authorized and permitted by the Loan Documents, including this Section 2.16(e).
(f) In connection with the Extension, the Borrower Agent Company shall provide the Administrative Agent at least five (5) 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.162.19.
Appears in 1 contract
Samples: Abl Credit Agreement (Ciena Corp)
Extension of Revolving Loan Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.16, the Borrower Agent may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings)) (the “Extension”) pursuant to a written offer (the “Extension Offer”) made by the Borrower Agent to all Lenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans and unfunded Revolving Loan Commitments) and on the same terms to each such Lender. In connection with the Extension, (i) the Borrower Agent will provide notification to the Administrative Agent (for distribution to the Lenders) and (ii) each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is fifteen (15) days after delivery of notice by the Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Borrower AgentBorrower. Any Lender that does not respond to the Extension Offer by the Notice Date shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Borrower Agent of each Lender’s determination under this Section 2.16(a). The election of any Lender to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Revolving Loan Commitments so extended shall cease to be a part of the tranche of the Revolving Loan Commitments they were a part of immediately prior to the Extension and shall be a new tranche of Extended Revolving Loan Commitments hereunder.
(ba) The Borrower Agent shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Extension under Section 2.16(a) with, and add as “Lenders” under this Agreement in place thereof, one or more Replacement Lenders as provided in Section 2.13; provided that each of such Replacement Lender shall enter into an Assignment and Acceptance pursuant to which such Replacement Lender shall, effective as of a closing date selected by the Borrower Agent (which shall occur no later than thirty (30) days following the Notice Date and shall occur on the same date as the effectiveness of the Extension as to the Lenders which have consented thereto pursuant to Section 2.16(a)), undertake the Revolving Loan Commitment of such Replaced Lender (and, if any such Replacement Lender is already a Lender, its Revolving Loan Commitment shall be in addition to such XxxxxxLender’s Revolving Loan Commitment hereunder on such date).
(cb) The Extension shall be subject to the following:
(i) except as to interest rates, utilization fees, unused fees and final maturity, the Revolving Loan Commitment of any Lender extended pursuant to the Extension (the “Extended Revolving Loan Commitment”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Loan Commitments (and related outstandings); provided that, subject to the provisions of Sections 3.07 and 2.01(g) to the extent dealing with Letters of Credit which mature or expire after the Initial Maturity Date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their RL Percentages (and except as provided in Sections 3.073.07 and 2.01(g), without giving effect to changes thereto on the Initial Maturity Date with respect to Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Loan Commitments and Extended Revolving Loan Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Final Maturity Date of any tranche of Revolving Loan Commitments or Extended Revolving Loan Commitments);
(ii) if the aggregate principal amount of Revolving Loan Commitments in respect of which Lenders shall have accepted the Extension Offer shall exceed the maximum aggregate principal amount of Revolving Loan Commitments offered to be extended by the Borrower Agent pursuant to the Extension Offer, then the Revolving Loan Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted the Extension Offer;
(iii) all documentation in respect of the Extension shall be consistent with the foregoing, and all written communications by the Borrower Agent generally directed to the Lenders in connection therewith shall be in form consistent with the foregoing and otherwise reasonably satisfactory to the Administrative AgentLead Lender; and
(iv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower Agent shall deliver to the Administrative Agent a certificate of a Responsible Officer of each Loan Party dated the applicable date of the Extension and executed by a Responsible Officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Sections 7.01 and 7.03 shall be satisfied (with all references in such Section to any Credit Event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Responsible Officer of the Borrower AgentBorrower.
(dc) With respect to the Extension consummated by the Borrower Agent pursuant to this Section 2.16, (i) the Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02, 5.03, 13.02 or 13.06 and (ii) if the amount extended is less than the Maximum Letter of Credit Amount, the Maximum Letter of Credit Amount shall be reduced upon the date that is five (5) Business Days prior to the Initial Maturity Date (to the extent needed so that the Maximum Letter of Credit Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Maturity Date), and, if applicable, the Borrower Agent shall cash collateralize obligations under any issued Letters of Credit in an amount equal to one hundred and five percent (105%) % of the Stated Amount of such Letters of Credit; provided that at any time, to the extent that cash collateral exceeds one hundred and five percent (105%) of the Stated Amount of all outstanding Letters of Credit, the Administrative Agent shall apply such excess at such time as if Borrower Agent has made a voluntary prepayment pursuant to Section 5.01. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transaction contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Section 5.01, 5.02, 5.03, 13.02 or 13.06) or any other Loan Document that may otherwise prohibit the Extension or any other transaction contemplated by this Section 2.16; provided that such consent shall not be deemed to be an acceptance of the Extension Offer.
(ed) The Lenders hereby irrevocably authorize the Administrative Agent on behalf of all of the Lenders to enter into amendments to this Agreement and the other Loan Documents with the Loan Parties as may be requested by the Borrower Agent in order establish new tranches in respect of Revolving Loan Commitments so extended and such amendments as may be requested by the Borrower Agent in connection with the establishment of such new tranches, in each case on terms consistent with this Section 2.16 and without any requirement of additional consent by any Lender. Without limiting the foregoing, in connection with the Extension, the respective parties shall (at the expense of the Loan Parties) amend (and the Administrative Agent and the Collateral Agent, as applicable, are hereby authorized to amend at the request of the Borrower AgentBorrower) any Loan Document (including any Mortgage) that has a maturity date prior to the Extended Final Maturity Date so that such maturity date is extended to the Extended Final Maturity Date (or such later date as may be advised by local counsel to the Borrower AgentBorrower). Any request of the Borrower Agent under this Section 2.16(e) shall be in the form of a certificate of a Responsible Officer of the Borrower AgentBorrower, certifying that such amendment, and the execution thereof by the applicable Administrative Agent, are authorized and permitted by the Loan Documents, including this Section 2.16(e).
(fe) In connection with the Extension, the Borrower Agent 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, if any, as may be reasonably established by, or reasonably acceptable to, the Administrative AgentLead Lender, in each case acting reasonably to accomplish the purposes of this Section 2.16.
Appears in 1 contract
Samples: Exit Abl Credit Agreement (Pyxus International, Inc.)
Extension of Revolving Loan Commitments. (a) Notwithstanding anything to the contrary in this AgreementThe Borrower may, subject to the terms of this Section 2.16, the Borrower Agent may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings)) (the “Extension”) pursuant to a written offer (the “Extension Offer”) made by the Borrower Agent to all Lenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans and unfunded Revolving Loan Commitments) and on the same terms to each such Lender. In connection with the Extension, (i) the Borrower Agent will provide notification notice to the Administrative Agent given not less than 45 days and not more than 90 days prior to any anniversary of the Effective Date, request (a “Revolving Credit Maturity Date Extension Request”), that the Revolving Lenders extend the Maturity Date in respect of Revolving Loan Commitments and outstanding Revolving Loans for distribution an additional one-year period from the then existing Maturity Date. Each Revolving Lender shall, by notice to the Lenders) Borrower and (ii) each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is fifteen (15) days after delivery of notice by the Administrative Agent given not later than the 30 days prior to such any anniversary of the Effective Date, advise the Borrower whether or not it agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Revolving Lender, provide ” and each Revolving Lender declining to agree to a requested extension being called a “Declining Revolving Lender”). Any Revolving Lender that has not so advised the Borrower and the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Borrower Agent. Any Lender that does not respond to the Extension Offer by the Notice Date such day shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Borrower Agent of each Lender’s determination under this Section 2.16(a). The election of any Lender declined to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Revolving Loan Commitments so extended shall cease to be a part of the tranche of the Revolving Loan Commitments they were a part of immediately prior to the Extension such extension and shall be a new tranche of Extended Declining Revolving Loan Commitments hereunderLender.
(b) The Subject to paragraphs (c) and (d) below, the Borrower Agent shall have the right on or before the Maturity Date in effect prior to replace each the requested extension (the “Existing Revolving Maturity Date”), at its own expense, to require any Declining Revolving Lender that shall have rejected to transfer and assign without recourse (or be deemed in accordance with and subject to have rejectedthe restrictions contained in Section 13.04) the Extension under Section 2.16(a) withall its interests, rights and add as “Lenders” obligations under this Agreement in place thereof, to one or more Replacement Lenders as provided in Section 2.13; banks or other financial institutions identified to the Declining Revolving Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that each (v) the Consenting Revolving Lenders will have the right to increase their Revolving Loan Commitments up to the amount of the Declining Revolving Lenders’ Revolving Loan Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Revolving Lenders, (w) such Replacement Additional Commitment Lender shall enter into an Assignment have agreed to extend the Maturity Date, (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, the Issuing Lenders, the Swingline Lender and Acceptance pursuant the Borrower (such approvals not to which be unreasonably withheld), (y) such Replacement Lender shall, assignment shall become effective as of a closing date selected specified by the Borrower Agent (which shall occur no not be later than thirty the Existing Maturity Date) and (30z) days following the Notice Date and Additional Commitment Lender shall occur pay to such Declining Revolving Lender in immediately available funds on the same effective date as of such assignment the effectiveness principal of the Extension as and interest accrued to the Lenders which have consented thereto pursuant to Section 2.16(a)), undertake date of payment on the Revolving Loan Commitment of such Replaced Lender (and, if any such Replacement Lender is already a Lender, Loans made by it hereunder and all other amounts accrued for its Revolving Loan Commitment shall be in addition account or owed to such Xxxxxx’s Revolving Loan Commitment hereunder on such date)it hereunder.
(c) The Extension shall be subject Maturity Date for Revolving Loan Commitments shall, as to the following:
(i) except as to interest ratesConsenting Revolving Lenders and any Additional Commitment Lenders, utilization fees, unused fees be extended for an additional one year from the then existing Maturity Date and final maturity, the each Additional Commitment Lender shall thereupon become a “Revolving Lender” for all purposes of this Agreement. The Revolving Loan Commitment of any Declining Revolving Lender extended pursuant shall terminate on the Existing Revolving Maturity Date. The principal amount of any outstanding Revolving Loans made by Declining Revolving Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the Extension (the “Extended account of such Declining Revolving Loan Commitment”), and the related outstandingsLenders, shall be a due and payable on the Existing Revolving Loan Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Loan Commitments (and related outstandings); provided that, subject to the provisions of Sections 3.07 to the extent dealing with Letters of Credit which mature or expire after the Initial Maturity Date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their RL Percentages (and except as provided in Sections 3.07, without giving effect to changes thereto on the Initial Maturity Date with respect to Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Loan Commitments and Extended Revolving Loan Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Final Maturity Date of any tranche of Revolving Loan Commitments or Extended Revolving Loan Commitments);.
(iid) if the aggregate principal amount of Revolving Loan Commitments in respect of which Lenders shall have accepted the Extension Offer shall exceed the maximum aggregate principal amount of Revolving Loan Commitments offered to be extended by the Borrower Agent pursuant to the Extension Offer, then the Revolving Loan Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted the Extension Offer;
(iii) all documentation in respect of the Extension shall be consistent with Notwithstanding the foregoing, and all written communications by no extension of the Borrower Agent generally directed to the Lenders in connection therewith Maturity Date shall be in form consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; and
(iv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower Agent shall deliver to the Administrative Agent a certificate of a Responsible Officer of each Loan Party dated the applicable date extension of the Maturity Date (the “Revolving Extension and executed by a Responsible Officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (yDate”) the conditions set forth in Sections 7.01 6.01 and 7.03 6.02 shall be satisfied or waived (with all references in such Section paragraphs to any Credit Event a Borrowing being deemed to be references to the Revolving Extension on the applicable date of the ExtensionDate) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the such Extension Date and executed by a Responsible Officer the chairman of the Borrower Agentboard, the chief executive officer, the chief financial officer, the president or any vice president of the Borrower.
(de) With respect to the Extension consummated by the Borrower Agent pursuant to this Section 2.16, The Maturity Date for Revolving Loan Commitments shall not be extended (i) more than two times during the Extension shall not constitute voluntary or mandatory payments or prepayments for purposes term of Section 5.01, 5.02, 5.03, 13.02 or 13.06 this Agreement and (ii) if the amount extended is less more than the Maximum Letter of Credit Amount, the Maximum Letter of Credit Amount shall be reduced upon the date that is five one time in any calendar year (5) Business Days prior to the Initial Maturity Date (to the extent needed so that the Maximum Letter of Credit Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Maturity Date), and, if applicable, the Borrower Agent shall cash collateralize obligations under any issued Letters of Credit in an amount equal to one hundred and five percent (105%) of the Stated Amount of such Letters of Credit; provided that at any time, to the extent that cash collateral exceeds one hundred and five percent (105%) of the Stated Amount of all outstanding Letters of Credit, the Administrative Agent shall apply such excess at such time as if Borrower Agent has made a voluntary prepayment pursuant to Section 5.01. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transaction contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended the Maturity Date for Revolving Loan Commitments on such terms as may only be set forth in the Extension Offer) and hereby waive the requirements extended for a maximum of any provision of this Agreement (including Section 5.01, 5.02, 5.03, 13.02 or 13.06) or any other Loan Document that may otherwise prohibit the Extension or any other transaction contemplated by this Section 2.16; provided that such consent shall not be deemed to be an acceptance of the Extension Offer.
(e) The Lenders hereby irrevocably authorize the Administrative Agent on behalf of all of the Lenders to enter into amendments to this Agreement and the other Loan Documents with the Loan Parties as may be requested by the Borrower Agent in order establish new tranches in respect of Revolving Loan Commitments so extended and such amendments as may be requested by the Borrower Agent in connection with the establishment of such new tranches, in each case on terms consistent with this Section 2.16 and without any requirement of two additional consent by any Lender. Without limiting the foregoing, in connection with the Extension, the respective parties shall (at the expense of the Loan Parties) amend (and the Administrative Agent and the Collateral Agent, as applicable, are hereby authorized to amend at the request of the Borrower Agent) any Loan Document (including any Mortgage) that has a maturity date prior to the Extended Final Maturity Date so that such maturity date is extended to the Extended Final Maturity Date (or such later date as may be advised by local counsel to the Borrower Agent). Any request of the Borrower Agent under this Section 2.16(e) shall be in the form of a certificate of a Responsible Officer of the Borrower Agent, certifying that such amendment, and the execution thereof by the applicable Administrative Agent, are authorized and permitted by the Loan Documents, including this Section 2.16(eone-year periods).
(f) In connection If as a result of any extension of the Maturity Date in accordance with the Extensionthis Section 1.15 there is more than one Maturity Date for Revolving Loan Commitments in effect at any time, the Borrower Agent shall provide and the Administrative Agent at least five (5) Business Days’ (or may make such shorter period amendments to this Agreement as may be agreed by necessary to ensure the Administrative Agent) prior written notice thereof, pro rata treatment in respect of all Revolving Borrowings and shall agree to such procedures, if any, as may be reasonably established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.16Revolving Loans hereunder.
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Extension of Revolving Loan Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.16, the Borrower Agent may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings)) (the “Extension”) pursuant to a written offer (the “Extension Offer”) made by the Borrower Agent to all Lenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans and unfunded Revolving Loan Commitments) and on the same terms to each such Lender. In connection with the Extension, (i) the Borrower Agent will provide notification to the Administrative Agent (for distribution to the Lenders) and (ii) each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is fifteen (15) days after delivery of notice by the Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Borrower Agent. Any Lender that does not respond to the Extension Offer by the Notice Date shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Borrower Agent of each Lender’s determination under this Section 2.16(a). The election of any Lender to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Revolving Loan Commitments so extended shall cease to be a part of the tranche of the Revolving Loan Commitments they were a part of immediately prior to the Extension and shall be a new tranche of Extended Revolving Loan Commitments hereunder.
(b) The Borrower Agent shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Extension under Section 2.16(a) with, and add as “Lenders” under this Agreement in place thereof, one or more Replacement Lenders as provided in Section 2.13; provided that each of such Replacement Lender shall enter into an Assignment and Acceptance pursuant to which such Replacement Lender shall, effective as of a closing date selected by the Borrower Agent (which shall occur no later than thirty (30) days following the Notice Date and shall occur on the same date as the effectiveness of the Extension as to the Lenders which have consented thereto pursuant to Section 2.16(a)), undertake the Revolving Loan Commitment of such Replaced Lender (and, if any such Replacement Lender is already a Lender, its Revolving Loan Commitment shall be in addition to such XxxxxxLender’s Revolving Loan Commitment hereunder on such date).
(c) The Extension shall be subject to the following:
(i) except as to interest rates, utilization fees, unused fees and final maturity, the Revolving Loan Commitment of any Lender extended pursuant to the Extension (the “Extended Revolving Loan Commitment”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Loan Commitments (and related outstandings); provided that, subject to the provisions of Sections 3.07 to the extent dealing with Letters of Credit which mature or expire after the Initial Maturity Date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their RL Percentages (and except as provided in Sections 3.07, without giving effect to changes thereto on the Initial Maturity Date with respect to Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Loan Commitments and Extended Revolving Loan Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Final Maturity Date of any tranche of Revolving Loan Commitments or Extended Revolving Loan Commitments);
(ii) if the aggregate principal amount of Revolving Loan Commitments in respect of which Lenders shall have accepted the Extension Offer shall exceed the maximum aggregate principal amount of Revolving Loan Commitments offered to be extended by the Borrower Agent pursuant to the Extension Offer, then the Revolving Loan Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted the Extension Offer;
(iii) all documentation in respect of the Extension shall be consistent with the foregoing, and all written communications by the Borrower Agent generally directed to the Lenders in connection therewith shall be in form consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; and
(iv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower Agent shall deliver to the Administrative Agent a certificate of a Responsible Officer of each Loan Party dated the applicable date of the Extension and executed by a Responsible Officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Sections 7.01 and 7.03 shall be satisfied (with all references in such Section to any Credit Event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Responsible Officer of the Borrower Agent.
(d) With respect to the Extension consummated by the Borrower Agent pursuant to this Section 2.16, (i) the Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02, 5.03, 13.02 or 13.06 and (ii) if the amount extended is less than the Maximum Letter of Credit Amount, the Maximum Letter of Credit Amount shall be reduced upon the date that is five (5) Business Days prior to the Initial Maturity Date (to the extent needed so that the Maximum Letter of Credit Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Maturity Date), and, if applicable, the Borrower Agent shall cash collateralize obligations under any issued Letters of Credit in an amount equal to one hundred and five percent (105%) of the Stated Amount of such Letters of Credit; provided that at any time, to the extent that cash collateral exceeds one hundred and five percent (105%) of the Stated Amount of all outstanding Letters of Credit, the Administrative Agent shall apply such excess at such time as if Borrower Agent has made a voluntary prepayment pursuant to Section 5.01. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transaction contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Section 5.01, 5.02, 5.03, 13.02 or 13.06) or any other Loan Document that may otherwise prohibit the Extension or any other transaction contemplated by this Section 2.16; provided that such consent shall not be deemed to be an acceptance of the Extension Offer.
(e) The Lenders hereby irrevocably authorize the Administrative Agent on behalf of all of the Lenders to enter into amendments to this Agreement and the other Loan Documents with the Loan Parties as may be requested by the Borrower Agent in order establish new tranches in respect of Revolving Loan Commitments so extended and such amendments as may be requested by the Borrower Agent in connection with the establishment of such new tranches, in each case on terms consistent with this Section 2.16 and without any requirement of additional consent by any Lender. Without limiting the foregoing, in connection with the Extension, the respective parties shall (at the expense of the Loan Parties) amend (and the Administrative Agent and the Collateral Agent, as applicable, are hereby authorized to amend at the request of the Borrower Agent) any Loan Document (including any Mortgage) that has a maturity date prior to the Extended Final Maturity Date so that such maturity date is extended to the Extended Final Maturity Date (or such later date as may be advised by local counsel to the Borrower Agent). Any request of the Borrower Agent under this Section 2.16(e) shall be in the form of a certificate of a Responsible Officer of the Borrower Agent, certifying that such amendment, and the execution thereof by the applicable Administrative Agent, are authorized and permitted by the Loan Documents, including this Section 2.16(e).
(f) In connection with the Extension, the Borrower Agent 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, if any, as may be reasonably established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.16.
Appears in 1 contract
Extension of Revolving Loan Commitments. (a) Notwithstanding anything to the contrary in this AgreementThe Borrower may, subject to the terms of this Section 2.16, the Borrower Agent may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings)) (the “Extension”) pursuant to a written offer (the “Extension Offer”) made by the Borrower Agent to all Lenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans and unfunded Revolving Loan Commitments) and on the same terms to each such Lender. In connection with the Extension, (i) the Borrower Agent will provide notification notice to the Administrative Agent given not less than 45 days and not more than 90 days prior to any anniversary of the Effective Date, request (a “Maturity Date Extension Request”), that the Revolving Lenders extend the Maturity Date in respect of Revolving Loan Commitments and outstanding Revolving Loans for distribution an additional one-year period from the then existing Maturity Date. Each Revolving Lender shall, by notice to the Lenders) Borrower and (ii) each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is fifteen (15) days after delivery of notice by the Administrative Agent given not later than the 30 days prior to such any anniversary of the Effective Date, advise the Borrower whether or not it agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Revolving Lender, provide ” and each Revolving Lender declining to agree to a requested extension being called a “Declining Revolving Lender”). Any Revolving Lender that has not so advised the Borrower and the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Borrower Agent. Any Lender that does not respond to the Extension Offer by the Notice Date such day shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Borrower Agent of each Lender’s determination under this Section 2.16(a). The election of any Lender declined to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Revolving Loan Commitments so extended shall cease to be a part of the tranche of the Revolving Loan Commitments they were a part of immediately prior to the Extension such extension and shall be a new tranche of Extended Declining Revolving Loan Commitments hereunderLender.
(b) The Subject to paragraphs (c) and (d) below, the Borrower Agent shall have the right on or before the Maturity Date in effect prior to replace each the requested extension (the “Existing Maturity Date”), at its own expense, to require any Declining Revolving Lender that shall have rejected to transfer and assign without recourse (or be deemed in accordance with and subject to have rejectedthe restrictions contained in Section 13.04) the Extension under Section 2.16(a) withall its interests, rights and add as “Lenders” obligations under this Agreement in place thereof, to one or more Replacement Lenders as provided in Section 2.13; banks or other financial institutions identified to the Declining Revolving Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that each (v) the Consenting Revolving Lenders will have the right to increase their Revolving Loan Commitments up to the amount of the Declining Revolving Lenders’ Revolving Loan Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Revolving Lenders, (w) such Replacement Additional Commitment Lender shall enter into an Assignment have agreed to extend the Maturity Date, (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, the Issuing Lenders, the Swingline Lender and Acceptance pursuant the Borrower (such approvals not to which be unreasonably withheld), (y) such Replacement Lender shall, assignment shall become effective as of a closing date selected specified by the Borrower Agent (which shall occur no not be later than thirty the Existing Maturity Date) and (30z) days following the Notice Date and Additional Commitment Lender shall occur pay to such Declining Revolving Lender in immediately available funds on the same effective date as of such assignment the effectiveness principal of the Extension as and interest accrued to the Lenders which have consented thereto pursuant to Section 2.16(a)), undertake date of payment on the Revolving Loan Commitment of such Replaced Lender (and, if any such Replacement Lender is already a Lender, Loans made by it hereunder and all other amounts accrued for its Revolving Loan Commitment shall be in addition account or owed to such Xxxxxx’s Revolving Loan Commitment hereunder on such date)it hereunder.
(c) The If Lenders constituting the Required Revolving Lenders shall have agreed to a Maturity Date Extension shall be subject Request, then the Maturity Date shall, as to the following:
(i) except as to interest ratesConsenting Revolving Lenders and any Additional Commitment Lenders, utilization fees, unused fees be extended for an additional one year from the then existing Maturity Date and final maturity, the each Additional Commitment Lender shall thereupon become a “Revolving Lender” for all purposes of this Agreement. The Revolving Loan Commitment of any Declining Revolving Lender extended pursuant shall terminate on the Existing Maturity Date. The principal amount of any outstanding Revolving Loans made by Declining Revolving Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the Extension (the “Extended account of such Declining Revolving Loan Commitment”), and the related outstandingsLenders, shall be a Revolving Loan Commitment (or related outstandings, as due and payable on the case may be) with the same terms as the original Revolving Loan Commitments (and related outstandings); provided that, subject to the provisions of Sections 3.07 to the extent dealing with Letters of Credit which mature or expire after the Initial Existing Maturity Date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their RL Percentages (and except as provided in Sections 3.07, without giving effect to changes thereto on the Initial Maturity Date with respect to Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Loan Commitments and Extended Revolving Loan Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Final Maturity Date of any tranche of Revolving Loan Commitments or Extended Revolving Loan Commitments);.
(iid) if the aggregate principal amount of Revolving Loan Commitments in respect of which Lenders shall have accepted the Extension Offer shall exceed the maximum aggregate principal amount of Revolving Loan Commitments offered to be extended by the Borrower Agent pursuant to the Extension Offer, then the Revolving Loan Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted the Extension Offer;
(iii) all documentation in respect of the Extension shall be consistent with Notwithstanding the foregoing, and all written communications by no extension of the Borrower Agent generally directed to the Lenders in connection therewith Maturity Date shall be in form consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; and
(iv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower Agent shall deliver to the Administrative Agent a certificate of a Responsible Officer of each Loan Party dated the applicable date extension of the Maturity Date (the “Extension and executed by a Responsible Officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (yDate”) the conditions set forth in Sections 7.01 6.01 and 7.03 6.02 shall be satisfied or waived (with all references in such Section paragraphs to any Credit Event a Borrowing being deemed to be references to the Extension on the applicable date of the ExtensionDate) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the such Extension Date and executed by a Responsible Officer the chairman of the Borrower Agentboard, the chief executive officer, the chief financial officer, the president or any vice president of Magellan.
(de) With respect to the Extension consummated by the Borrower Agent pursuant to this Section 2.16, (i) the Extension The Maturity Date shall not constitute voluntary or mandatory payments or prepayments for purposes be extended (x) more than two times during the term of Section 5.01, 5.02, 5.03, 13.02 or 13.06 this Agreement and (iiy) if the amount extended is less more than the Maximum Letter of Credit Amount, the Maximum Letter of Credit Amount shall be reduced upon the date that is five one time in any calendar year (5) Business Days prior to the Initial Maturity Date (to the extent needed so that the Maximum Letter of Credit Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Maturity Date), and, if applicable, the Borrower Agent shall cash collateralize obligations under any issued Letters of Credit in an amount equal to one hundred and five percent (105%) of the Stated Amount of such Letters of Credit; provided that at any time, to the extent that cash collateral exceeds one hundred and five percent (105%) of the Stated Amount of all outstanding Letters of Credit, the Administrative Agent shall apply such excess at such time as if Borrower Agent has made a voluntary prepayment pursuant to Section 5.01. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transaction contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Section 5.01, 5.02, 5.03, 13.02 or 13.06) or any other Loan Document that may otherwise prohibit the Extension or any other transaction contemplated by this Section 2.16; provided that such consent shall not be deemed to be an acceptance of the Extension Offer.
(e) The Lenders hereby irrevocably authorize the Administrative Agent on behalf of all of the Lenders to enter into amendments to this Agreement and the other Loan Documents with the Loan Parties as may be requested by the Borrower Agent in order establish new tranches in respect of Revolving Loan Commitments so extended and such amendments as may be requested by the Borrower Agent in connection with the establishment of such new tranches, in each case on terms consistent with this Section 2.16 and without any requirement of additional consent by any Lender. Without limiting the foregoing, in connection with the Extension, the respective parties shall (at the expense of the Loan Parties) amend (and the Administrative Agent and the Collateral Agent, as applicable, are hereby authorized to amend at the request of the Borrower Agent) any Loan Document (including any Mortgage) that has a maturity date prior to the Extended Final Maturity Date so that such maturity date is may only be extended to the Extended Final Maturity Date (or such later date as may be advised by local counsel to the Borrower Agent). Any request for a maximum of the Borrower Agent under this Section 2.16(e) shall be in the form of a certificate of a Responsible Officer of the Borrower Agent, certifying that such amendment, and the execution thereof by the applicable Administrative Agent, are authorized and permitted by the Loan Documents, including this Section 2.16(etwo additional one-year periods).
(f) In connection If as a result of any extension of the Maturity Date in accordance with the Extensionthis Section 1.15 there is more than one Maturity Date for Revolving Loan Commitments in effect at any time, the Borrower Agent shall provide and the Administrative Agent at least five (5) Business Days’ (or may make such shorter period amendments to this Agreement as may be agreed by necessary to ensure the Administrative Agent) prior written notice thereof, pro rata treatment in respect of all Revolving Borrowings and shall agree to such procedures, if any, as may be reasonably established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.16Revolving Loans hereunder.
Appears in 1 contract
Extension of Revolving Loan Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.162.19, the Borrower Agent Company may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings)) (the “Extension”) pursuant to a written offer (the “Extension Offer”) made by the Borrower Agent Company to all Lenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans and unfunded Revolving Loan Commitments) and on the same terms to each such Lender. In connection with the Extension, (i) the Borrower Agent Company will provide notification to the Administrative Agent (for distribution to the Lenders) and (ii) each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is fifteen (15) days after delivery of specified in the notice given by the Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Borrower Administrative Agent. Any Lender that does not respond to the Extension Offer by the Notice Date shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Borrower Agent Company of each Lender’s determination under this Section 2.16(a2.19(a). The election of any Lender to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Revolving Loan Commitments so extended shall cease to be a part of the tranche of the Revolving Loan Commitments they were a part of immediately prior to the Extension and shall be a new tranche of Extended Revolving Loan Commitments hereunder.
(b) The Borrower Agent Company shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Extension under Section 2.16(a2.19(a) with, and add as “Lenders” under this Agreement in place thereof, one or more Replacement Lenders as provided in Section 2.13; provided that each of such Replacement Lender Lenders shall enter into an Assignment and Acceptance Assumption Agreement pursuant to which such Replacement Lender shall, effective as of a closing date selected by the Borrower Administrative Agent in consultation with the Company (which shall occur no later than thirty (30) days following the Notice Date and shall occur on the same date as the effectiveness of the Extension as to the Lenders which have consented thereto pursuant to Section 2.16(a2.19(a)), undertake the Revolving Loan Commitment of such Replaced Lender (and, if any such Replacement Lender is already a Lender, its Revolving Loan Commitment shall be in addition to such XxxxxxLender’s Revolving Loan Commitment hereunder on such date).
(c) The Extension shall be subject to the following:
(i) except as to interest rates, utilization fees, unused fees and final maturity, the Revolving Loan Commitment of any Lender extended pursuant to the Extension (the “Extended Revolving Loan Commitment”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Loan Commitments (and related outstandings); provided that, subject to the provisions of Sections 3.07 and 2.01(f) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Initial Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their RL Percentages (and except as provided in Sections 3.073.07 and 2.01(f), without giving effect to changes thereto on the Initial Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Loan Commitments and Extended Revolving Loan Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Final Maturity Date of any tranche of Revolving Loan Commitments or Extended Revolving Loan Commitments);
(ii) if the aggregate principal amount of Revolving Loan Commitments in respect of which Lenders shall have accepted the Extension Offer shall exceed the maximum aggregate principal amount of Revolving Loan Commitments offered to be extended by the Borrower Agent Company pursuant to the Extension Offer, then the Revolving Loan Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted the Extension Offer;
(iii) all documentation in respect of the Extension shall be consistent with the foregoing, and all written communications by the Borrower Agent Company generally directed to the Lenders in connection therewith shall be in form consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; and
(iv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower Agent Company shall deliver to the Administrative Agent a certificate of a Responsible an Authorized Officer of each Loan Credit Party dated the applicable date of the Extension and executed by a Responsible an Authorized Officer of such Loan Credit Party certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such Extension and (y) the conditions set forth in Sections 7.01 and 7.03 shall be satisfied (with all references in such Section to any Credit Event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Responsible an Authorized Officer of the Borrower AgentCompany.
(d) With respect to the Extension consummated by the Borrower Agent Company pursuant to this Section 2.162.19, (i) the Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement (including Section 5.01, 5.02, 5.03, 13.02 or 13.06 and 13.06), (ii) if the amount extended is less than the Maximum Letter of Credit Amount, the Maximum Letter of Credit Amount shall be reduced upon the date that is five (5) Business Days prior to the Initial Maturity Date (to the extent needed so that the Maximum Letter of Credit Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Maturity Date), and, if applicable, the Borrower Agent Company shall cash collateralize obligations under any issued Letters of Credit with a termination date (taking into account any possible extensions thereof) later than five Business Days prior to the Initial Maturity Date in an amount equal to one hundred and five percent (105%) % of the Stated Amount of such Letters of Credit; provided Credit that at any timeare in excess of the proposed reduced Maximum Letter of Credit Amount, and (iii) if the amount extended is less than the Maximum Swingline Amount, the Maximum Swingline Amount shall be reduced upon the date that is five Business Days prior to the Initial Maturity Date (to the extent needed so that cash collateral exceeds one hundred and five percent (105%) the Maximum Swingline Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Maturity Date), and, if applicable, the Company shall prepay any outstanding Swingline Loans in excess of the Stated Maximum Swingline Amount of all outstanding Letters of Credit, the Administrative Agent shall apply such excess at such time as if Borrower Agent has made a voluntary prepayment pursuant to Section 5.01that is then in effect. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transaction transactions contemplated by this Section 2.16 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Section 5.01, 5.02, 5.03, 13.02 or 13.06) or any other Loan Credit Document that may otherwise prohibit the Extension or any other transaction contemplated by this Section 2.162.19; provided that such consent shall not be deemed to be an acceptance of the Extension Offer.
(e) The Lenders hereby irrevocably authorize the Administrative Agent on behalf of all of the Lenders to enter into amendments to this Agreement and the other Loan Credit Documents with the Loan Credit Parties as may be requested by the Borrower Agent necessary in order establish new tranches in respect of Revolving Loan Commitments so extended and such amendments as may be requested by the Borrower Agent necessary in connection with the establishment of such new tranches, in each case on terms consistent with this Section 2.16 2.19 and without any requirement of additional consent by any Lender. Without limiting the foregoing, in connection with the Extension, the respective parties shall (at the expense of the Loan Credit Parties) amend (and the Administrative Agent and the Collateral Agent, as applicable, are is hereby authorized to amend at the request of the Borrower Agentamend) any Loan Credit Document (including any Mortgage) that has a maturity date prior to the Extended Final Maturity Date so that such maturity date is extended to the Extended Final Maturity Date (or such later date as may be advised by local counsel to the Borrower Agent). Any request of the Borrower Agent under this Section 2.16(e) shall be in the form of a certificate of a Responsible Officer of the Borrower Agent, certifying that such amendment, and the execution thereof by the applicable Administrative Agent, are authorized and permitted by the Loan Documents, including this Section 2.16(e).
(f) In connection with the Extension, the Borrower Agent Company shall provide the Administrative Agent at least five (5) 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.162.19.
Appears in 1 contract
Samples: Abl Credit Agreement (Ciena Corp)
Extension of Revolving Loan Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.162.19, the Borrower Agent Company may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings)) (the “Extension”) pursuant to a written offer (the “Extension Offer”) made by the Borrower Agent Company to all Lenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans and unfunded Revolving Loan Commitments) and on the same terms to each such Lender; provided, that an Extension Offer to extend Initial Revolving Loan Commitments may be made only to Lenders holding Initial Revolving Loan Commitments to enable them to extend such commitments to the 2023 Extended Maturity Date and the provisions of this Section 2.19 shall apply to any such Extension Offer accordingly. In connection with the Extension, (i) the Borrower Agent Company will provide notification to the Administrative Agent (for distribution to the Lenders), (ii) the Swingline Lender and (iiiii) each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is fifteen specified in the notice (15) days which shall be at least 10 Business Days after delivery of notice the notice) given by the Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Borrower Administrative Agent. Any Lender that does not respond to the Extension Offer by the Notice Date shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Borrower Agent Company of each Lender’s determination under this Section 2.16(a2.19(a). The election of any Lender to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Revolving Loan Commitments so extended shall cease to be a part of the tranche of the Revolving Loan Commitments they were a part of immediately prior to the Extension and shall be a new tranche of Extended Revolving Loan Commitments hereunder.
(b) The Borrower Agent Company shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Extension under Section 2.16(a2.19(a) with, and add as “Lenders” under this Agreement in place thereof, one or more Replacement Lenders as provided in Section 2.13; provided that each of such Replacement Lender Lenders shall enter into an Assignment and Acceptance Assumption Agreement pursuant to which such Replacement Lender shall, effective as of a closing date selected by the Borrower Administrative Agent in consultation with the Company (which shall occur no later than thirty (30) days following the Notice Date and shall occur on the same date as the effectiveness of the Extension as to the Lenders which have consented thereto pursuant to Section 2.16(a2.19(a)), undertake the Revolving Loan Commitment of such Replaced Lender (and, if any such Replacement Lender is already a Lender, its Revolving Loan Commitment shall be in addition to such XxxxxxLender’s Revolving Loan Commitment hereunder on such date).
(c) The Extension shall be subject to the following:
(i) except as to interest rates, utilization fees, unused fees and final maturity, the Revolving Loan Commitment of any Lender extended pursuant to the Extension (the “Extended Revolving Loan Commitment”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Loan Commitments (and related outstandings); provided that, subject to the provisions of Sections 3.07 3.07, 2.01(f) and 2.01(g) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Initial Maturity Date or the 2023 Extended Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their RL Percentages (and except as provided in Sections 3.07, 2.01(f) and
2.01 (g), without giving effect to changes thereto on the Initial Maturity Date or the 2023 Extended Maturity Date, as applicable, with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Loan Commitments and Extended Revolving Loan Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Final Maturity Date of any tranche of Revolving Loan Commitments or Extended Revolving Loan Commitments);
(ii) if the aggregate principal amount of Revolving Loan Commitments in respect of which Lenders shall have accepted the Extension Offer shall exceed the maximum aggregate principal amount of Revolving Loan Commitments offered to be extended by the Borrower Agent Company pursuant to the Extension Offer, then the Revolving Loan Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted the Extension Offer;
(iii) all documentation in respect of the Extension shall be consistent with the foregoing, and all written communications by the Borrower Agent Company generally directed to the Lenders in connection therewith shall be in form consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; and
(iv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower Agent Company shall deliver to the Administrative Agent a certificate of a Responsible an Authorized Officer of each Loan Credit Party dated the applicable date of the Extension and executed by a Responsible an Authorized Officer of such Loan Credit Party certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such Extension and (y) the conditions set forth in Sections 7.01 and 7.03 shall be satisfied (with all references in such Section to any Credit Event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Responsible an Authorized Officer of the Borrower AgentCompany.
(d) With respect to the Extension consummated by the Borrower Agent Company pursuant to this Section 2.162.19, (i) the Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement (including Section 5.01, 5.02, 5.03, 13.02 or 13.06 and 13.06), (ii) if the amount extended is less than the Maximum Letter of Credit Amount, the Maximum Letter of Credit Amount shall be reduced upon the date that is five (5) Business Days prior to the Initial 2023 Extended Maturity Date (to the extent needed so that the Maximum Letter of Credit Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial 2023 Extended Maturity Date), and, if applicable, the Borrower Agent Company shall cash collateralize obligations under any issued Letters of Credit with a termination date (taking into account any possible extensions thereof) later than five Business Days prior to the 2023 Extended Maturity Date in an amount equal to one hundred and five percent (105%) 102% of the Stated Amount of such Letters of Credit; provided Credit that at any timeare in excess of the proposed reduced Maximum Letter of Credit Amount, and (iii) if the amount extended is less than the Maximum Swingline Amount, the Maximum Swingline Amount shall be reduced upon the date that is five Business Days prior to the 2023 Extended Maturity Date (to the extent needed so that cash collateral exceeds one hundred and five percent (105%) the Maximum Swingline Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the 2023 Extended Maturity Date), and, if applicable, the Company shall prepay any outstanding Swingline Loans in excess of the Stated Maximum Swingline Amount of all outstanding Letters of Credit, the Administrative Agent shall apply such excess at such time as if Borrower Agent has made a voluntary prepayment pursuant to Section 5.01that is then in effect. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transaction transactions contemplated by this Section 2.16 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Section 5.01, 5.02, 5.03, 13.02 or 13.06) or any other Loan Credit Document that may otherwise prohibit the Extension or any other transaction contemplated by this Section 2.162.19; provided that such consent shall not be deemed to be an acceptance of the Extension Offer.
(e) The Lenders hereby irrevocably authorize the Administrative Agent on behalf of all of the Lenders to enter into amendments to this Agreement and the other Loan Credit Documents with the Loan Credit Parties as may be requested by the Borrower Agent necessary in order establish new tranches in respect of Revolving Loan Commitments so extended and such amendments as may be requested by the Borrower Agent necessary in connection with the establishment of such new tranches, in each case on terms consistent with this Section 2.16 2.19 and without any requirement of additional consent by any Lender. Without limiting the foregoing, in connection with the Extension, the respective parties shall (at the expense of the Loan Credit Parties) amend (and the Administrative Agent and the Collateral Agent, as applicable, are is hereby authorized to amend at the request of the Borrower Agentamend) any Loan Credit Document (including any Mortgage) that has a maturity date prior to the Extended Final Maturity Date so that such maturity date is extended to the Extended Final Maturity Date (or such later date as may be advised by local counsel to the Borrower Agent). Any request of the Borrower Agent under this Section 2.16(e) shall be in the form of a certificate of a Responsible Officer of the Borrower Agent, certifying that such amendment, and the execution thereof by the applicable Administrative Agent, are authorized and permitted by the Loan Documents, including this Section 2.16(e).
(f) In connection with the Extension, the Borrower Agent Company shall provide the Administrative Agent at least five (5) 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.162.19.
(g) Notwithstanding anything to the contrary contained herein, any Lender with Initial Revolving Loan Commitments may agree after the Amendment and Restatement Effective Date to convert all or a portion of such Initial Revolving Loan Commitments to 2023 Extended Revolving Loan Commitments pursuant to an agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers, duly executed by such Lender, the Borrowers and the Administrative Agent, without any requirement of additional consent by any other Lender. Thereafter, such Initial Revolving Loan Commitments (or the portion thereof so converted) shall be considered 2023 Extended Revolving Loan Commitments for all purposes of this Agreement and the other Credit Documents.
Appears in 1 contract
Samples: Abl Credit Agreement (Tesla, Inc.)
