Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit F-1 (an “Extension Request”) given no earlier than the first anniversary of the Closing Date but no later than 60 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to the date that is one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit F-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender and (iii) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 8 contracts

Samples: Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ E-1 (an “Extension Request”) given no earlier than the first anniversary of the ~~Closing~~ Restatement Effective Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the ~~date~~ Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (~~iii~~iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 5 contracts

Samples: Credit Agreement (Northern States Power Co), Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit F-1 (an the “Extension Request”) given no earlier than the first anniversary of the Closing Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to the date that is one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit F-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 20 days ~~after~~ prior to the then applicable ~~Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response~~ Revolving Termination Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least ~~a majority~~ 66-2/3% of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice ~~on or before~~ at least 20 days prior to the then applicable ~~Extension Request Response~~ Revolving Termination Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender and (iii) the Borrower may give only ~~two~~ one Extension ~~Requests~~ Request during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than ~~five~~ 15 days ~~after~~ prior to the then applicable ~~Extension Request Response~~ Revolving Termination Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least ~~a majority~~ 66-2/3% of the Total Revolving Commitments on the date of the ~~applicable~~ Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 4 contracts

Samples: Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit F-1 (an “Extension Request”) given no earlier than the first anniversary of the Closing Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to the date that is one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit F-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with a Continuing Lender willing to honor the Borrower's Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender's Revolving Commitment) and (~~iii~~iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 3 contracts

Samples: Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ E-1 (an “Extension Request”) given no earlier than the first anniversary of the ~~Closing~~ Restatement Effective Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the ~~date~~ Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), ; provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment); provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (~~iii~~iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 3 contracts

Samples: Credit Agreement (Public Service Co of Colorado), Credit Agreement (Northern States Power Co), Credit Agreement (Northern States Power Co)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ E-1 (an “Extension Request”) given no earlier than the first anniversary of the ~~Closing~~ Restatement Effective Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the ~~date~~ Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), ; provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment); provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (~~iii~~iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section ~~2.17~~2.17 (or such shorter time period as may be agreed by the Administrative Agent), the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 2 contracts

Samples: Credit Agreement (Public Service Co of Colorado), Credit Agreement (Public Service Co of Colorado)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent ~~in the form of Exhibit F-1~~ (such notice being an “"Extension ~~Request”~~Notice") given no earlier than ~~the first~~ ninety days and no later than fifteen Business Days prior to an anniversary of the Closing ~~Date but no later than 60 days prior to the then applicable Revolving Termination~~ Date, request ~~that~~ the Lenders to consider an extension of the then applicable Revolving Termination Date ~~be extended~~ to ~~the~~ a date ~~that is~~ one ~~calendar~~ year after the then applicable Revolving Termination Date. ~~Such extension~~ The Administrative Agent shall ~~be effective with respect~~ promptly transmit any Extension Notice to each Lender. Each Lender ~~that~~shall notify the Administrative Agent whether it wishes to extend the then applicable Revolving Termination Date no later than ten Business Days after receipt by it of any such Extension Notice, and any such notice given by a ~~written notice in the form of Exhibit F-2 (a “Continuation Notice”)~~ Lender to the Administrative Agent, once given, shall be irrevocable as to such Lender. Any Lender which does not expressly notify the Administrative Agent ~~given no later~~ prior to such ten-day period that it wishes to so extend the then applicable Revolving Termination Date shall be deemed to have rejected the Borrower's request for extension of such Revolving Termination Date. Lenders consenting to extend the then applicable Revolving Termination Date are hereinafter referred to as "Continuing Lenders", and Lenders declining to consent to extend such Revolving Termination Date (or Lenders deemed to have so declined) are hereinafter referred to as "Non- Extending Lenders". If Lenders holding not less than ~~30 days after~~ 80% of the ~~applicable Extension Request is given by~~ Revolving Commitments then in effect have elected (in their sole and absolute discretion) to so extend the Revolving Termination Date, the Administrative Agent shall notify the Borrower ~~(or~~ of such ~~later date as the Borrower shall specify in~~ election by such ~~Extension Request) (the “Extension Request Response Date”)~~Lenders, ~~consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender”~~ and ~~each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be~~ effective ~~only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments~~ on the date of such notice by the ~~Extension Request~~Administrative Agent to the Borrower, ~~(ii) any Lender that fails to submit a Continuation Notice on or before~~ the ~~applicable Extension Request Response~~ Revolving Termination Date shall be ~~deemed not~~ automatically and immediately so extended with respect to ~~have consented to such extension~~ all Continuing Lenders. Upon the delivery of an Extension Notice and ~~shall constitute a Non-Extending Lender and (iii)~~ upon the ~~Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any~~ extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 1 contract

Samples: Revolving Credit Agreement (Tesoro Petroleum Corp /New/)

Extension of Revolving Termination Date. (a) ~~The Borrower may~~Subject to the requirements of Section 3.13(d) (including, without limitation, the requirement that Revolving Lenders having more than 66-2/3% of the Revolving Commitments shall consent), at least 45 days prior to the Revolving Termination Date, the Borrower, by written notice to the Administrative Agent in (the ~~form~~ date of ~~Exhibit F-1 (~~any such notice, an “Extension ~~Request~~Notice Date”~~) given no earlier than the first anniversary~~ ), may request an extension of the ~~Closing~~ Revolving Termination Date ~~but~~ to a date specified by the Borrower (the “Extended Revolving Termination Date”), provided that (i) the Extended Revolving Termination Date in each case is no later than ~~60 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to~~ the date that is one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit F-2 (a “Continuation Notice”) three months prior to the Term Loan Maturity Date and (ii) no more than three (3) extensions may be effected pursuant to this Section 3.13. The Administrative Agent ~~given no later than 30 days after the applicable Extension Request is given by the Borrower (or~~ shall promptly notify each Revolving Lender of each such ~~later date as the Borrower~~ request, and each Revolving Lender shall ~~specify~~ in ~~such Extension Request) (the “Extension Request Response Date”), consents~~turn, in its sole discretion, not later than 10 Business Days after the Extension Notice Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension, such notice to be in substantially the form of Exhibit H hereto. If any Revolving Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Revolving Termination Date within 10 Business Days after the Extension Notice Date, such Revolving Lender shall be deemed to be a Non-Extending Lender with respect to such request. The Administrative Agent shall notify the Borrower promptly of the decision of the Revolving Lenders regarding any such request for an extension of the Revolving Termination Date. (b) If all the Revolving Lenders consent in writing to any request for an extension of the Revolving Termination Date in accordance with Section 3.13(a), the Revolving Termination Date shall, effective as of the date that is 30 days after the Extension Notice Date (such effective date, the “Extension Date”), be extended to the Extended Revolving Termination Date; provided that on the Extension Date, the applicable conditions set forth in Section 6 shall have been satisfied. If fewer than all of the Revolving Lenders consent in writing to any such request in accordance with Section 3.13(a), the Revolving Termination Date shall, subject to Section 3.13(d) (including, without limitation, the requirement that Revolving Lenders having more than 66-2/3% of the Revolving Commitments shall have consented) and effective as at the Extension Date, be extended only as to those Revolving Lenders that so consented (each an “Extending Lender”) but shall not be extended as to any other Revolving Lender ~~giving a Continuation Notice being referred to herein as a “Continuing Lender” and~~ (each ~~Lender other than a Continuing Lender being referred to herein as~~ a “Non-Extending Lender”)~~, provided~~ . To the extent that (ithe Revolving Termination Date is not extended as to any Revolving Lender pursuant to this Section 3.13 and the Revolving Commitment of such Revolving Lender is not assumed in accordance with Section 3.13(c) ~~such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments~~ on ~~the date of~~ or prior to the Extension ~~Request~~Date, ~~(ii) any Lender that fails to submit a Continuation Notice on or before~~ the ~~applicable Extension Request Response Date shall be deemed not to have consented to~~ Revolving Commitment of such ~~extension and shall constitute a~~ Non-Extending Lender shall automatically terminate on the Revolving Termination Date then applicable to it, unless such Non-Extending Lender shall otherwise subsequently agree to extend its Revolving Commitment to the Extended Revolving Termination Date, in whole on the Revolving Termination Date without any further notice or other action by the Borrower, such Revolving Lender or any other Person; provided that such Non-Extending Lender’s rights under Sections 4.9, 4.10 and ~~(iii)~~ 11.5, and its obligations under Section 10.7, shall survive the ~~Borrower may give only two Extension Requests during the term of this Agreement~~Revolving Termination Date for such Revolving Lender as to matters occurring prior to such date. No It is understood and agreed that no Revolving Lender shall have any obligation whatsoever to ~~consent~~ agree to any request made by the Borrower for any requested extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (bc) ~~The Revolving Commitment~~ If fewer than all of ~~each Non-Extending Lender shall terminate at the close of business on~~ the Revolving ~~Termination Date in effect prior~~ Lenders consent to ~~the delivery of such Extension Request without giving~~ any ~~effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent,~~ request for ~~the account of each Non-Extending Lender,~~ an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to Section 3.13(a), the Administrative Agent shall promptly notify the Extending Lenders, and each Extending Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Extension Date of the amount of the Non-Extending Lenders’ Revolving Commitments that it is willing to assume. If one or more Extending Lenders notify the Administrative Agent that they are willing to assume one or more Revolving Commitments in an aggregate amount that exceeds the Revolving Commitments of the Non-Extending Lenders, such Revolving Commitments shall be allocated among such Extending Lenders in such amounts as are agreed between the Borrower and the Administrative Agent. If after giving effect to the assignments of Revolving Commitments described above there remain any Revolving Commitments of Non-Extending Lenders, the Borrower may arrange for one or more Extending Lenders or other Assignees that agree to an extension of the Revolving Termination Date (each such Extending Lender pursuant to the immediately preceding sentence or this sentence and each such Assignee, an “Assuming Lender”) to assume, effective as of the Extension Date, any remaining Non-Extending Lenders’ Revolving Commitments and all of the obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Revolving Commitments, without recourse to or warranty by, or expense to, such Non-Extending Lenders; provided, however, that the amount of the Revolving Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 (or such lesser amount as the Borrower and the Administrative Agent shall agree). The assumptions provided for in this Section ~~2.17~~3.13(c) shall be subject to the conditions that: (i) the Assuming Lenders shall have paid (or, in the case of any interest or fees, if it has been so agreed, the Borrower shall have paid) to the Non-Extending Lenders (A) the aggregate principal amount of, and any interest and fees accrued and unpaid to the Extension Date on, the outstanding Revolving Loans, if any, of the Non-Extending Lenders under the respective portions of their Revolving Commitments being assumed; (ii) all additional costs, reimbursements, expense reimbursements and indemnities then due and payable to the Non-Extending Lenders under this Agreement in respect of such ~~replacement~~ portions of their Revolving Commitments shall have been paid by the Borrower; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 11.6(b) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower); provided further that a Non-Extending Lender’s rights under Sections 4.9, 4.10 and 11.5, and its obligations under Section 10.7, shall survive any such assumption as to matters occurring prior to the date of substitution. On or prior to the Extension Date, (A) each Assuming Lender that is an Assignee but not an Extending Lender shall have delivered to the Borrower and the Administrative Agent an assumption agreement in substantially the form of Exhibit I (each an “Assumption Agreement”) and (B) any Extending Lender assuming any Revolving Commitments shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Revolving Commitment. Upon the payment or prepayment of all amounts referred to above, the Assuming Lenders, as of the Extension Date, will be substituted for the Non-Extending Lenders under this Agreement to the extent of their assumed Revolving Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of the Non-Extending Lenders to such extent hereunder shall, by the provisions hereof, be released and discharged. (d) If the Revolving Lenders (including Assignees who are Assuming Lenders) having more than 66-2/3% of the Revolving Commitments (after giving effect to any assumptions pursuant to Section ~~2.17~~ 3.13(c)) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) on or prior to the Extension Date, the Administrative Agent shall so notify the Borrower, and, upon satisfaction of the applicable conditions set forth in Section 6.2, the Revolving Termination Date shall be extended to the Extended Revolving Termination Date as described in Section 3.13(a) for each Extending Lender and ~~this Agreement be deemed to be a Continuing~~ each Assuming Lender, and all references in this Agreement to the “Revolving Termination Date” shall, with respect to each Extending Lender and each Assuming Lender, refer to the Extended Revolving Termination Date. Promptly following the Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the Revolving ~~Loans of such Lender~~ Termination Date and shall ~~not be due and payable pursuant~~ thereupon record in the Register the relevant information with respect to ~~this Section 2.17(b)~~each Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Carmike Cinemas Inc)

Appears in 1 contract

Samples: Credit Agreement (Northern States Power Co)

Extension of Revolving Termination Date. ~~(a)~~ The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ E-1 (an “Extension Request”) given no earlier than the first anniversary of the ~~Closing~~ Restatement Effective Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the ~~date~~ Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the NEWYORK 9337361 Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (~~iii~~iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 1 contract

Samples: Credit Agreement (Northern States Power Co)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ E-1 (~~an “~~the "Extension Request”") given ~~no earlier than the first anniversary of the Closing Date but no later~~ not less than 60 days and not more than 90 days prior to the ~~then~~ then-applicable Revolving Termination Date, request that the ~~then~~ then-applicable Revolving Termination Date be extended to the date that is ~~one calendar year~~ 364 days after the ~~then~~ then-applicable Revolving Termination ~~Date~~Date (or if such date is not a Business Day, to the Business Day immediately preceding such date). Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ E-2 (a “"Continuation Notice”") to the Administrative Agent given no later than 30 days ~~after~~ prior to the then-applicable ~~Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response~~ Revolving Termination Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “"Continuing Lender” " and each Lender other than a Continuing Lender being referred to herein as a “"Non-Extending Lender”"), provided that (i) in connection with any such extension ~~shall be~~ with respect to which JPMorgan Chase Bank, N.A. is a Continuing Lender, JPMorgan Chase Bank, N.A. agrees to increase its then existing Revolving Commitment by an amount equal to the Revolving Commitment of any Non-Extending Lender, effective ~~only if the aggregate Revolving Commitments~~ as of the ~~Continuing Lenders constitute at least a majority~~ Revolving Termination Date in effect prior to the delivery of the ~~Total Revolving Commitments on the date of the~~ related Extension Request, (ii) any Lender that fails to submit a Continuation Notice ~~on or before~~ at least 30 days prior to the then-applicable ~~Extension Request Response~~ Revolving Termination Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender and (iii) the Borrower may give only ~~two~~ one Extension ~~Requests~~ Request during each 364-day period during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than ~~five~~ 25 days ~~after~~ prior to the then-applicable ~~Extension Request Response~~ Revolving Termination Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least ~~a majority~~ 66-2/3% of the Total Revolving Commitments on the date of the ~~applicable~~ Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section ~~2.1(e~~2.1(b), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender~~. If, however,~~ . (c) The Borrower will not be obligated to pay a fee in excess of 0.10% of the Total Revolving Commitments on ~~or before~~ the date ~~which is 10 days prior to~~ of the ~~Revolving Termination Date in effect prior to the delivery of an~~ Extension Request ~~pursuant~~ to ~~this Section 2.17,~~ obtain the ~~Borrower obtains a replacement Lender~~ first extension pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b2.17(a).

Appears in 1 contract

Samples: Credit Agreement (Take Two Interactive Software Inc)

Extension of Revolving Termination Date. ~~(a)~~ The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ E-1 (an “Extension Request”) given no earlier than the first anniversary of the Closing Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to the date that is one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with a Continuing Lender willing to honor the Borrower's Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender's Revolving Commitment) and (~~iii~~iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 1 contract

Samples: Credit Agreement (Xcel Energy Inc)

Extension of Revolving Termination Date. (a) ~~The Borrower may, by written notice to the Administrative Agent in the form of Exhibit F-1 (an “Extension Request”) given no earlier~~ Not less than ~~the first anniversary of the Closing Date but no later~~ 30 days and not more than 60 days prior to the ~~then applicable Revolving Termination Date, request that the then applicable~~ Revolving Termination Date then in effect, provided that no Event of Default shall have occurred and be ~~extended~~ continuing, the Borrower may request an extension of such Revolving Termination Date by submitting to the Administrative Agent an Extension Request (an "Extension Request") containing the information in respect of such extension specified in Exhibit C, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 15 days and not more than 30 days prior to the Revolving Termination Date then in effect, notify the Borrower and the Administrative Agent of its election to extend or not extend the Revolving Termination Date as requested in such Extension Request, which election shall be made by each Lender at its absolute discretion. Any Lender which shall not notify the Borrower and the Administrative Agent of its election to extend the Revolving Termination Date on or prior to the date that is ~~one calendar year after~~ 15 days prior to the ~~then applicable~~ Revolving Termination ~~Date. Such extension~~ Date then in effect shall be ~~effective with respect~~ deemed to ~~each Lender that, by a written notice in~~ have elected not to extend the ~~form of Exhibit F-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date~~ Revolving Termination Date as ~~the Borrower shall specify~~ requested in such Extension Request~~) (~~. Notwithstanding any provision of this Agreement to the ~~“Extension Request Response Date”)~~contrary, ~~consents,~~ any notice by any Lender of its willingness to extend the Revolving Termination Date shall be revocable by such Lender in its sole ~~discretion~~and 33 absolute discretion at any time prior to the date which is 15 days prior to the Revolving Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Revolving Termination Date requested in such Extension Request, to the Revolving Termination Date shall automatically and without any further action by any Person be extended for the period specified in such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), Extension Request; provided that (i) ~~such~~ each extension pursuant to this Section 2.18 shall be ~~effective only if the aggregate Revolving Commitments~~ for a maximum of ~~the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request,~~ 364 days and (ii) the Commitment of any Lender that ~~fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed~~ does not ~~to have consented~~ consent in writing to such extension not less than 15 days and ~~shall constitute a Non-Extending Lender and (iii) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation~~ not more than 30 days prior to ~~consent to any extension of~~ the Revolving Termination ~~Date. The Administrative Agent shall notify each Lender of the receipt of~~ Date then in effect (an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b"Objecting Lender") ~~The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business~~ shall, unless earlier terminated in accordance with this Agreement, expire on the Revolving Termination Date in effect ~~prior to~~ on the ~~delivery~~ date of such Extension Request ~~without giving any effect to such proposed extension. In accordance with Section 2.1(e), on~~ (such Revolving Termination Date, if any, referred to as the ~~Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal~~ "Commitment Expiration Date" with respect to such ~~Non-Extending~~ Objecting Lender~~’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender~~). If, ~~however, on or before the date which is 10~~ not less than 15 days and not more than 30 days prior to the Revolving Termination Date then in ~~effect prior to~~ effect, the ~~delivery~~ Required Lenders shall not approve in writing the extension of the Revolving Termination Date requested in an Extension ~~Request~~ Request, the Revolving Termination Date shall not be extended pursuant to ~~this Section 2.17,~~ such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Borrower ~~obtains a replacement Lender pursuant to Section 2.16 for~~ of any ~~such Non-Extending Lender and such replacement Lender agrees to the~~ extension of the Revolving Termination Date pursuant to this Section ~~2.17~~2.18 and (z) the Borrower and any other Lender of any Lender which becomes an Objecting Lender. At the request of the Borrower, ~~then such replacement Lender~~ if agreed by all the Lenders other than the Objecting Lenders, the Maturity Date shall ~~for all purposes~~ be extended to the one year anniversary of ~~this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and~~ the Revolving ~~Loans of~~ Termination Date, as extended pursuant hereto. (b) Subject to possible extension pursuant to the proviso set forth in Section 2.8(a)(i), Obligations owing to any Objecting Lender on the Commitment Expiration Date with respect to such Lender shall ~~not~~ be ~~due~~ repaid in full on or before such Commitment Expiration Date. (c) The Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and the Objecting Lender in accordance with Section 2.9, to prepay in full the Loans of the Objecting Lenders, together with accrued interest thereon, any amounts payable pursuant to ~~this Section 2.17(b)~~Sections 2.13, 2.14, 2.15 and 10.3 and any accrued and unpaid facility fee or other amounts payable to them hereunder and/or, upon giving not less than three Business Days' notice to the Objecting Lenders and the Administrative Agent, to cancel the whole or part of the Commitments of the Objecting Lenders.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (H&r Block Inc)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ E-1 (an “Extension Request”) given no earlier than the first anniversary of the ~~Closing~~ Restatement Effective Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the ~~date~~ Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its NEWYORK 9337878 sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1 (b) and (~~iii~~iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 1 contract

Samples: Credit Agreement (Northern States Power Co)

Extension of Revolving Termination Date. Not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date (~~a) The~~ each, an "Anniversary Date"), provided that no Event of Default shall have occurred and be continuing, the Borrower may, with the prior written consent of the Guarantor, and by written notice to the Administrative Agent in (which notice the ~~form of Exhibit F-1~~ Administrative Agent shall promptly transmit to each Lender) (~~an “~~the "Extension Request~~”) given no earlier than the first anniversary~~ "), request that each Lender agree to an extension of the ~~Closing~~ Revolving Termination Date ~~but no later~~ then in effect for a period of one year. Each Lender shall notify the Administrative Agent, not less than 60 15 days prior to such Anniversary Date, of its election to extend or not extend the Revolving Termination Date as requested in such Extension Request (which notices the Administrative Agent shall promptly transmit to the Borrower). Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Revolving Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 15 days prior to the ~~then~~ applicable ~~Revolving Termination~~ Anniversary Date. If any Lender shall fail to respond, ~~request that~~ such Lender shall be deemed to have elected not to extend. If the ~~then applicable~~ Required Lenders shall approve in writing the extension of the Revolving Termination Date as requested in the Extension Request, the Revolving Termination Date shall automatically and without any further action by any Person be extended ~~to the date that is one calendar~~ an additional year ~~after the then applicable Revolving Termination Date. Such extension shall be effective~~ with respect to each Lender ~~that,~~ that elected to so extend by a giving written notice thereof pursuant to this Section 2.18; provided that the Commitment of any Lender which does not consent in the form of Exhibit F-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, writing to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (ior which revokes such consent) ~~such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute~~ at least ~~a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails~~ 15 days prior to ~~submit a Continuation Notice on or before~~ the applicable ~~Extension Request Response~~ Anniversary Date ~~shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender and~~ then in effect (~~iii~~an "Objecting Lender") ~~the Borrower may give only two Extension Requests during the term of~~ shall, unless earlier terminated in accordance with this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business , expire on the Revolving Termination Date in effect ~~prior to~~ on the ~~delivery~~ date of such Extension Request ~~without giving any effect~~ and all Loans and other amounts payable hereunder to such ~~proposed extension. In accordance with Section 2.1(e),~~ Objecting Lender shall be paid to such Objecting Lender on such Revolving Termination Date (such Lender's "Commitment Expiration Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender"). If, ~~however, on or~~ as of the fifteenth day before ~~the date which is 10 days prior to~~ the Revolving Termination Date then in ~~effect prior to the delivery of an Extension Request pursuant to this Section 2.17~~effect, the ~~Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to~~ Required Lenders shall not approve in writing the extension of the Revolving Termination Date requested in an Extension Request, the Revolving Termination Date shall not be extended pursuant to such Extension Request. In the event that the Borrower shall elect not to replace the Commitments of an Objecting Lender prior to such Lender's Commitment Expiration Date, (i) such Objecting Lender's Commitment shall terminate on its Commitment Expiration Date and (ii) on such Commitment Expiration Date, the Borrower shall make a mandatory prepayment in an amount equal to the aggregate principal amount of all outstanding Loans that exceeds the aggregate amount of the Commitments. The Revolving Termination Date may be extended for a total of three successive periods of one year pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b)2.18.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (H&r Block Inc)

Extension of Revolving Termination Date. (a) ~~The Borrower~~ Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary date of the Closing Date, the Co-Borrowers may, ~~by written~~ upon notice to the Administrative Agent in (who shall promptly notify the ~~form of Exhibit F-1 (an “Extension Request”) given no earlier than the first anniversary~~ Lenders), request a one year extension of the ~~Closing Date but no later than 60 days prior to the~~ then ~~applicable~~ current Revolving Termination Date, ~~request~~ provided, however, that the ~~then applicable Revolving Termination Date be extended to the date that is one calendar year after the then applicable Revolving Termination Date~~Co-Borrowers may request only two such extensions under this Agreement. ~~Such extension shall be effective with respect to~~ Within 15 days of delivery of such notice, each Lender ~~that, by a written notice in the form of Exhibit F-2 (a “Continuation Notice”) to~~ shall notify the Administrative Agent ~~given no later than 30 days after the applicable Extension Request is given by the Borrower (~~whether or ~~such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion,~~ not it consents to such extension (~~each~~ which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if not responding within the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date above time period shall be deemed not to have consented to such ~~extension~~ extension. The Administrative Agent shall promptly notify the Co-Borrowers and ~~shall constitute a Non-Extending~~ the Lenders of the Lenders’ responses. If any Lender ~~and (iii) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall~~ declines, or is deemed to have ~~any obligation~~ declined, to consent to such extension (a “Declining Lender”), the Co-Borrowers may cause any such Declining Lender to be removed or replaced as a Lender pursuant to Section 3.13. (b) Only if Majority Lenders (calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented to an extension requested pursuant to this Section, the Revolving Termination Date shall be extended, with respect only to the Consenting Lenders and any Lender replacing a Declining Lender pursuant to Section 3.13. If so extended, the Revolving Termination Date, as to the Consenting Lenders and each Lender replacing a Declining Lender pursuant to Section 3.13, shall be extended to the date falling one year after the existing Revolving Termination Date (except that if such date is not a Business Day, such Revolving Termination Date, as so extended, shall be the next preceding Business Day); provided, however, that the pre-existing Revolving Termination Date shall remain in effect with respect to any Declining Lender that is not replaced (such Declining Lender’s “Existing Maturity Date”). The Administrative Agent and the Co-Borrowers shall promptly confirm to the Lenders such extension, and the Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes in Lenders and their respective Revolving Commitments. If the Revolving Termination Date is extended pursuant this Section 2.16 with respect to some but not all of the Lenders, then no Letter of Credit may expire after the date that is five Business Days prior to an Existing Maturity Date in respect of any Declining Lender if, after giving effect to such Letter of Credit, the aggregate Revolving Commitments of the Consenting Lenders (including any replacement Lenders) for the period following such Existing Maturity Date would be less than the L/C Obligations following such Existing Maturity Date. (c) As a condition precedent to such extension, the Co-Borrowers shall have provided to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of each of the Co-Borrowers, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that each Co-Borrower’s incurrence of indebtedness hereunder with a maturity date of the Revolving Termination Date~~. The Administrative Agent shall notify~~ , as extended pursuant to this Section, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Co-Borrowers to such effect, (ii) a certificate (in sufficient copies for each ~~Lender~~ Lender), signed by a Responsible Officer of each of the ~~receipt of an Extension Request promptly~~ Co-Borrowers certifying that, (A) before and after ~~receipt thereof. The Administrative Agent shall notify~~ giving effect to such extension, the ~~Borrower~~ representations and warranties contained in Article IV and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority other Loan Documents are true and correct on and as of the ~~Total Revolving Commitments on the~~ date thereof, and (B) no Default or Event of ~~the applicable Extension Request~~Default exists. (bd) The ~~Revolving Commitment of each Non~~Co-~~Extending Lender shall terminate at the close of business~~ Borrowers shall, on the ~~Revolving Termination~~ Existing Maturity Date ~~in effect prior~~ with respect to ~~the delivery of such Extension Request without giving~~ any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains Declining Lender that has not been replaced as a ~~replacement~~ Lender pursuant to Section ~~2.16 for any~~ 3.13 pay in full all Obligations owing to such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Declining Lender, and ~~the~~ such Declining Lender’s Revolving ~~Loans~~ Commitment and participation in any Letter of Credit outstanding hereunder shall terminate on such ~~Lender shall not be due and payable pursuant to this Section 2.17(b)~~Existing Maturity Date.

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Energy Corp)

Extension of Revolving Termination Date. (a) The ~~Borrower~~ Company may, by written notice to the ~~Administrative~~ Agent in (which shall promptly deliver a copy to each of the ~~form of Exhibit F-1~~ Revolving Lenders) not less than thirty (~~an “Extension Request”~~30) ~~given no earlier~~ days and not more than ~~the first~~ ninety (90) days prior to any anniversary of the ~~Closing Date but no later than 60 days prior to the then applicable Revolving Termination~~ Effective Date, request that the ~~then applicable~~ Revolving Lenders extend, effective as of such anniversary of the Effective Date, the then-existing Revolving Termination Date ~~be extended~~ and the Revolving Commitments for an additional period of one (1) year. Each Revolving Lender shall, by notice to the ~~date that is one calendar year~~ Agent given not later than the twentieth (20th) day after the ~~then applicable Revolving Termination Date. Such~~ date of the Agent’s receipt of the Company’s extension ~~shall be effective with respect to each Lender that~~request, ~~by a written notice in~~ advise the ~~form of Exhibit F-2 (a “Continuation Notice”)~~ Agent whether or not it agrees to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such requested extension (each Revolving Lender ~~giving~~ agreeing to a ~~Continuation Notice~~ requested extension being ~~referred to herein as~~ called a “~~Continuing~~ Consenting Lender” and each Revolving Lender ~~other than~~ declining to agree to a ~~Continuing Lender~~ requested extension being ~~referred to herein as~~ called a “~~Non-Extending~~ Declining Lender”)~~, provided that (i) such extension shall be effective only if the aggregate~~ . Any Revolving ~~Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any~~ Lender that ~~fails to submit a Continuation Notice on or before~~ has not so advised the ~~applicable Extension Request Response Date~~ Agent by such day shall be deemed ~~not~~ to have ~~consented~~ declined to agree to such extension and shall ~~constitute~~ be a ~~Non-Extending Lender and (iii)~~ Declining Lender. If Revolving Lenders constituting the ~~Borrower may give only two Extension Requests during the term of this Agreement. No Lender~~ Required Revolving Lenders shall have ~~any obligation~~ agreed to ~~consent~~ an extension request, then the then-existing Revolving Termination Date shall, as to ~~any extension~~ the Consenting Lenders, be extended to the first (1st) anniversary of the then-existing Revolving Termination Date. The ~~Administrative Agent~~ decision to agree or withhold agreement to any Revolving Termination Date extension shall ~~notify~~ be at the sole discretion of each ~~Lender of the receipt of an Extension Request promptly after receipt thereof~~Revolving Lender. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of ~~each Non-Extending~~ any Declining Lender shall terminate ~~at the close of business~~ on the Revolving Termination Date in effect immediately prior to giving effect to any such extension (such Revolving Termination Date being called the ~~delivery~~ “Existing Revolving Termination Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such ~~Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e)~~Declining Lenders hereunder, shall be due and payable on ~~such~~ the Existing Revolving Termination Date, and on the Existing Revolving Termination Date, the ~~Borrower~~ Borrowers shall ~~pay~~ also make such other prepayments of their Revolving Loans and/or Swing Line Loans and, to the ~~Administrative Agent~~extent necessary, provide Backup Support for L/C Obligations as shall be required in order that, after giving effect to the ~~account~~ termination of ~~each Non-Extending Lender~~the Revolving Commitments of, ~~an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon~~ and all ~~other amounts then payable hereunder~~ payments to, Declining Lenders pursuant to ~~such Non-Extending Lender~~this sentence, the Total Revolving Usage of all Revolving Lenders shall not exceed the Aggregate Revolving Commitment. IfNotwithstanding the foregoing provisions of this paragraph, ~~however~~the Company shall have the right, ~~on or before the date which is 10 days~~ pursuant to Section 11.24, at any time prior to the Existing Revolving Termination ~~Date in effect prior~~ Date, to replace any Declining Lender with a Revolving Lender or other Eligible Assignee that will agree to a request for the ~~delivery~~ extension of ~~an Extension Request pursuant to this Section 2.17~~the Revolving Termination Date, ~~the Borrower obtains a replacement Lender pursuant to Section 2.16 for~~ and any such ~~Non-Extending~~ replacement Revolving Lender ~~and such replacement Lender agrees to~~ shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Termination Date pursuant to this Section ~~2.17~~11.19(a) shall become effective unless (i) with respect to each Borrower then existing at such time, ~~then~~ the Agent shall have received deliverables of the type required pursuant to Sections 5.01(b) and (c) and, if reasonably requested by the Agent, favorable written opinions of counsel to the Borrowers addressed to the Agent, the Lenders and the Issuers, in form and substance reasonably satisfactory to the Agent and (ii) on the anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable request for extension of the then-existing Revolving Termination Date, immediately after giving effect to such ~~replacement Lender~~ extension, (A) the representations and warranties contained in Article VI are true and correct in all material respects (or, if any such representation and warranty is qualified by reference to materiality or Material Adverse Effect, it shall be true and correct in all respects) on and as of such anniversary with the same effect as if made on and as of such date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct in all material respects (or, if any such representation and warranty is qualified by reference to materiality or Material Adverse Effect, it shall be true and correct in all respects) as of such earlier date, and except that for ~~all~~ purposes of this Section ~~2.17~~ 11.19(a)(ii)(A), the representations and ~~this Agreement~~ warranties contained in Section 6.11(a)(i) and Section 6.11(a)(ii) shall be deemed to ~~be a Continuing Lender~~refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b)), and (B) no Default or Event of Default exists, and the Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Company. (b) Notwithstanding anything to the contrary set forth in this Section 11.19, the Revolving ~~Loans of such Lender shall not be due and payable~~ Termination Date (without taking into consideration any extension pursuant to this Section ~~2.17(b~~11.19), solely as such term is used in reference to any Issuer or any Letters of Credit issued by such Issuer, or in reference to any Swing Line Lender or any Swing Line Loans made by such Swing Line Lender, may not be extended without the prior written consent of such Issuer or such Swing Line Lender, as applicable (it being understood and agreed that, in the event any Issuer or any Swing Line Lender, as applicable, shall not have consented to any such extension, (i) such Issuer shall continue to have all the rights and obligations of an Issuer hereunder and such Swing Line Lender shall continue to have all the rights and obligations of a Swing Line Lender hereunder, in each case through the applicable Existing Revolving Termination Date and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit or to make any Swing Line Loan, as applicable (but shall, in each case, continue to be entitled to the benefits of this Agreement as to Letters of Credit issued by it or Swing Line Loans made by it, as applicable, prior to such time), and (ii) the Borrowers shall cause all L/C Obligations attributable to Letters of Credit issued by such Issuer to be zero no later than the day on which such L/C Obligations would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the applicable Existing Revolving Termination Date pursuant to this Section 11.19 (and, in any event, no later than the applicable Existing Revolving Termination Date)). (c) In connection with any extension of the Revolving Termination Date pursuant to this Section 11.19, the Borrowers, the Agent, and each extending Lender, without the consent of any other party to this Agreement, may make such amendments to this Agreement or any other Loan Document as the Company and the Agent determines to be reasonably necessary to evidence such extension. This Section 11.19 shall supersede any provisions in Section 2.18 or Section 11.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Oshkosh Corp)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ D-1 (an “Extension Request”) given no earlier than the first anniversary of the ~~Closing~~ Restatement Effective Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the ~~date~~ Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ D-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (~~iii~~iv) the Borrower may give only ~~two~~ one Extension ~~Requests~~ Request during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section ~~2.1(e~~2.1(b), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to AMERICAS 91292616 such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 1 contract

Samples: Credit Agreement (Northern States Power Co)

Extension of Revolving Termination Date. (a) ~~The Borrower may, by written notice to the Administrative Agent in the form of Exhibit F-1 (an “Extension Request”) given no earlier~~ Not less than ~~the first anniversary of the Closing Date but no later~~ 30 days and not more than 60 days prior to the ~~then applicable Revolving Termination Date, request that the then applicable~~ Revolving Termination Date then in effect, provided that no Event of Default shall have occurred and be ~~extended~~ continuing, the Borrower may request an extension of such Revolving Termination Date by submitting to the Administrative Agent an Extension Request (an "Extension Request") containing the information in respect of such extension specified in Exhibit C, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 15 days and not more than 30 days prior to the Revolving Termination Date then in effect, notify the Borrower and the Administrative Agent of its election to extend or not extend the Revolving Termination Date as requested in such Extension Request, which election shall be made by each Lender at its absolute discretion. Any Lender which shall not notify the Borrower and the Administrative Agent of its election to extend the Revolving Termination Date on or prior to the date that is ~~one calendar year after~~ 15 days prior to the ~~then applicable~~ Revolving Termination ~~Date. Such extension~~ Date then in effect shall be ~~effective with respect~~ deemed to ~~each Lender that, by a written notice in~~ have elected not to extend the ~~form of Exhibit F-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date~~ Revolving Termination Date as ~~the Borrower shall specify~~ requested in such Extension Request~~) (~~. Notwithstanding any provision of this Agreement to the ~~“Extension Request Response Date”)~~contrary, ~~consents,~~ any notice by any Lender of its willingness to extend the Revolving Termination Date shall be revocable by such Lender in its sole ~~discretion~~and absolute discretion at any time prior to the date which is 15 days prior to the Revolving Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Revolving Termination Date requested in such Extension Request, to the Revolving Termination Date shall automatically and without any further action by any Person be extended for the period specified in such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), Extension Request; provided that (i) ~~such~~ each extension pursuant to this Section 2.18 shall be ~~effective only if the aggregate Revolving Commitments~~ for a maximum of ~~the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request,~~ 364 days and (ii) the Commitment of any Lender that ~~fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed~~ does not ~~to have consented~~ consent in writing to such extension not less than 15 days and ~~shall constitute a Non-Extending Lender and (iii) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation~~ not more than 30 days prior to ~~consent to any extension of~~ the Revolving Termination ~~Date. The Administrative Agent shall notify each Lender of the receipt of~~ Date then in effect (an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b"Objecting Lender") ~~The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business~~ shall, unless earlier terminated in accordance with this Agreement, expire on the Revolving Termination Date in effect ~~prior to~~ on the ~~delivery~~ date of such Extension Request ~~without giving any effect to such proposed extension. In accordance with Section 2.1(e), on~~ (such Revolving Termination Date, if any, referred to as the ~~Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal~~ "Commitment Expiration Date" with respect to such ~~Non-Extending~~ Objecting Lender~~’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender~~). If, ~~however, on or before the date which is 10~~ not less than 15 days and not more than 30 days prior to the Revolving Termination Date then in ~~effect prior to~~ effect, the ~~delivery~~ Required Lenders shall not approve in writing the extension of the Revolving Termination Date requested in an Extension ~~Request~~ Request, the Revolving Termination Date shall not be extended pursuant to ~~this Section 2.17,~~ such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Borrower ~~obtains a replacement Lender pursuant to Section 2.16 for~~ of any ~~such Non-Extending Lender and such replacement Lender agrees to the~~ extension of the Revolving Termination Date pursuant to this Section ~~2.17~~2.18 and (z) the Borrower and any other Lender of any Lender which becomes an Objecting Lender. At the request of the Borrower, ~~then such replacement Lender~~ if agreed by all the Lenders other than the Objecting Lenders, the Maturity Date shall ~~for all purposes~~ be extended to the one year anniversary of ~~this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and~~ the Revolving ~~Loans of~~ Termination Date, as extended pursuant hereto. (b) Subject to possible extension pursuant to the proviso set forth in Section 2.8(a)(i), Obligations owing to any Objecting Lender on the Commitment Expiration Date with respect to such Lender shall ~~not~~ be ~~due~~ repaid in full on or before such Commitment Expiration Date. (c) The Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, (i) upon giving notice to the Administrative Agent and the Objecting Lenders in accordance with Section 2.9, to prepay in full the Loans of the Objecting Lenders, together with accrued interest thereon, any amounts payable pursuant to Sections 2.13, 2.14, 2.15 and 10.3 and any accrued and unpaid facility fee or other amounts payable to them hereunder, (ii) upon giving not less than three Business Days' notice to the Objecting Lenders and the Administrative Agent, to cancel the whole or part of the Commitments of the Objecting Lenders or (iii) upon notice to such Objecting Lender and the Administrative Agent, to require such Objecting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.4), all of its interests, rights and obligations under this ~~Section 2.17(b~~Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment).

Appears in 1 contract

Samples: 364 Day Credit and Guarantee Agreement (H&r Block Inc)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ E-1 (an “Extension Request”) given no earlier than the first anniversary of the ~~Closing~~ Restatement Effective Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the ~~date~~ Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (~~iii~~iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and AMERICAS 91292609 such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 1 contract

Samples: Credit Agreement (Northern States Power Co)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ E-1 (an “Extension Request”) given no earlier than the first anniversary of the ~~Closing~~ Restatement Effective Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the ~~date~~ Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (~~iii~~iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section ~~2.1(e~~NEWYORK 9337890 2.1 (e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 1 contract

Samples: Credit Agreement (Northern States Power Co)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ H-1 (an the “Extension Request”) given no earlier than ~~the first~~ 60 days and no later than 30 days prior to any anniversary of the Closing Date ~~but no later than 60 days prior~~ (with respect to any Extension Request, the ~~then applicable Revolving Termination Date~~“Extension Deadline”), request that the then applicable Revolving Termination Date be extended to the date that is one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ H-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 15 days ~~after~~ prior to the applicable Extension ~~Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”)~~Deadline, consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension ~~Request,~~ Request and (ii) any Lender that fails to submit a Continuation Notice ~~on or before~~ at least 15 days prior to the applicable Extension ~~Request Response Date~~ Deadline shall be deemed not to have consented to such extension and shall constitute a Non-Extending ~~Lender and (iii) the Borrower may give only two Extension Requests during the term of this Agreement~~Lender. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than ~~five~~ 15 days ~~after~~ prior to the applicable Extension ~~Request Response Date~~ Deadline which Lenders are Continuing Lenders and which Lenders are Non-Extending Lenders, and whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the ~~applicable~~ Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 1 contract

Samples: Credit Agreement (Blue Owl Capital Inc.)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ D-1 (an “Extension Request”) given no earlier than the first anniversary of the ~~Closing~~ Restatement Effective Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the ~~date~~ Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ D-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), ; provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment); provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (~~iii~~iv) the Borrower may give only ~~two~~ one Extension ~~Requests~~ Request during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 1 contract

Samples: Credit Agreement (Northern States Power Co)

Extension of Revolving Termination Date. (a) ~~The Borrower may~~Subject to the requirements of Section 2.13(d) (including, without limitation, the requirement that Revolving Lenders having at least 60% of the Revolving Commitments shall consent), at least 45 days prior to the Revolving Termination Date, the Borrower, by written notice to the Administrative Agent in (the ~~form~~ date of ~~Exhibit F-1 (~~any such notice, an “Extension ~~Request~~Notice Date”~~) given no earlier than the first anniversary~~ ), may request an extension of the ~~Closing Date but no later than 60 days prior to the then applicable Revolving Termination Date, request that the then applicable~~ Revolving Termination Date ~~be extended~~ to ~~the~~ a date that is one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit F-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given specified by the Borrower (~~or such later date as the Borrower shall specify in such Extension Request) (~~the “~~Extension Request Response~~ Extended Revolving Termination Date”), ~~consents~~provided that no more than three (3) extensions may be effected pursuant to this Section 2.13. The Administrative Agent shall promptly notify each Revolving Lender of each such request, and each Revolving Lender shall in turn, in its sole discretion, not later than 10 Business Days after the Extension Notice Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension, such notice to be in substantially the form of Exhibit G hereto. If any Revolving Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Revolving Termination Date within 10 Business Days after the Extension Notice Date, such Revolving Lender shall be deemed to be a Non-Extending Lender with respect to such request. The Administrative Agent shall notify the Borrower promptly of the decision of the Revolving Lenders regarding any such request for an extension of the Revolving Termination Date. (~~each~~ b) If all the Revolving Lenders consent in writing to any request for an extension of the Revolving Termination Date in accordance with Section 2.13(a), the Revolving Termination Date shall, effective as of the date that is 30 days after the Extension Notice Date (such effective date, the “Extension Date”), be extended to the Extended Revolving Termination Date; provided that on the Extension Date, the applicable conditions set forth in Section 5 shall have been satisfied. If fewer than all of the Revolving Lenders consent in writing to any such request in accordance with Section 2.13(a), the Revolving Termination Date shall, subject to Section 2.13(d) (including, without limitation, the requirement that Revolving Lenders having at least 60% of the Revolving Commitments shall have consented) and effective as at the Extension Date, be extended only as to those Revolving Lenders that so consented (each, an “Extending Lender”) but shall not be extended as to any other Revolving Lender ~~giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as~~ (each, a “Non-Extending Lender”)~~, provided~~ . To the extent that (ithe Revolving Termination Date is not extended as to any Revolving Lender pursuant to this Section 2.13 and the Revolving Commitment of such Revolving Lender is not assumed in accordance with Section 2.13(c) ~~such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments~~ on ~~the date of~~ or prior to the Extension ~~Request~~Date, ~~(ii) any Lender that fails to submit a Continuation Notice on or before~~ the ~~applicable Extension Request Response Date shall be deemed not to have consented to~~ Revolving Commitment of such ~~extension and shall constitute a~~ Non-Extending Lender shall automatically terminate on the Revolving Termination Date then applicable to it, unless such Non-Extending Lender shall otherwise subsequently agree to extend its Revolving Commitment to the Extended Revolving Termination Date, in whole on the Revolving Termination Date without any further notice or other action by the Borrower, such Revolving Lender or any other Person; provided that such Non-Extending Lender’s rights under Sections 3.9, 3.10 and ~~(iii)~~ 10.5, and its obligations under Section 9.7, shall survive the ~~Borrower may give only two Extension Requests during the term of this Agreement~~Revolving Termination Date for such Revolving Lender as to matters occurring prior to such date. No It is understood and agreed that no Revolving Lender shall have any obligation whatsoever to ~~consent~~ agree to any request made by the Borrower for any requested extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (bc) ~~The Revolving Commitment~~ If fewer than all of ~~each Non-Extending Lender shall terminate at the close of business on~~ the Revolving ~~Termination Date in effect prior~~ Lenders consent to ~~the delivery of such Extension Request without giving~~ any ~~effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent,~~ request for ~~the account of each Non-Extending Lender,~~ an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to Section 2.13(a), the Administrative Agent shall promptly notify the Extending Lenders, and each Extending Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days (or such lesser number of days as the Administrative Agent may agree to) prior to the Extension Date of the amount of the Non-Extending Lenders’ Revolving Commitments that it is willing to assume. If one or more Extending Lenders notify the Administrative Agent that they are willing to assume one or more Revolving Commitments in an aggregate amount that exceeds the Revolving Commitments of the Non-Extending Lenders, such Revolving Commitments shall be allocated among such Extending Lenders in such amounts as are agreed between the Borrower and the Administrative Agent. If after giving effect to the assignments of Revolving Commitments described above there remain any Revolving Commitments of Non-Extending Lenders, the Borrower may arrange for one or more Extending Lenders or other Eligible Assignees that agree to an extension of the Revolving Termination Date (each such Extending Lender pursuant to the immediately preceding sentence or this sentence and each such Eligible Assignee, an “Assuming Lender”) to assume, effective as of the Extension Date, any remaining Non-Extending Lenders’ Revolving Commitments and all of the obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Revolving Commitments, without recourse to or warranty by, or expense to, such Non-Extending Lenders; provided that any assumptions of Non-Extending Lenders’ Revolving Commitments by any such Assuming Lender that is not an existing Revolving Lender shall require the consents of the Administrative Agent and the Issuing Lender (such consents not to be unreasonably withheld, conditioned or delayed); provided further, that the amount of the Revolving Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 (or such lesser amount as the Borrower and the Administrative Agent shall agree). The assumptions provided for in this Section ~~2.17~~2.13(c) shall be subject to the conditions that: (i) the Assuming Lenders shall have paid (or, in the case of any interest or fees, if it has been so agreed, the Borrower shall have paid) to the Non-Extending Lenders (A) the aggregate principal amount of, and any interest and fees accrued and unpaid to the Extension Date on, the outstanding Revolving Loans, if any, of the Non-Extending Lenders under the respective portions of their Revolving Commitments being assumed; (ii) all additional costs, reimbursements, expense reimbursements and indemnities then due and payable to the Non-Extending Lenders under this Agreement in respect of such ~~replacement~~ portions of their Revolving Commitments shall have been paid by the Borrower; (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 10.6(b) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower); and (iv) the Assuming Lenders shall have assumed the L/C Obligations of the Non-Extending Lenders; provided, further, that a Non-Extending Lender’s rights under Sections 3.9, 3.10 and 10.5, and its obligations under Section 9.7, shall survive any such assumption as to matters occurring prior to the date of substitution. On or prior to the Extension Date, (A) each Assuming Lender that is an Assignee but not an Extending Lender shall have delivered to the Borrower and the Administrative Agent an assumption agreement in substantially the form of Exhibit H (each, an “Assumption Agreement”) and (B) any Extending Lender assuming any Revolving Commitments shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Revolving Commitment. Upon the payment or prepayment of all amounts referred to above, the Assuming Lenders, as of the Extension Date, will be substituted for the Non-Extending Lenders under this Agreement to the extent of their assumed Revolving Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of the Non-Extending Lenders to such extent hereunder shall, by the provisions hereof, be released and discharged. (d) If the Revolving Lenders (including Assignees who are Assuming Lenders) having at least 60% of the Revolving Commitments (after giving effect to any assumptions pursuant to Section ~~2.17~~ 2.13(c)) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) on or prior to the Extension Date, the Administrative Agent shall so notify the Borrower, and, upon satisfaction of the applicable conditions set forth in Section 5.2, the Revolving Termination Date shall be extended to the Extended Revolving Termination Date as described in Section 2.13(a) for each Extending Lender and ~~this Agreement be deemed to be a Continuing~~ each Assuming Lender, and all references in this Agreement to the “Revolving Termination Date” shall, with respect to each Extending Lender and each Assuming Lender, refer to the Extended Revolving Termination Date. Promptly following the Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the Revolving Termination Date and shall thereupon record in the Register the relevant information with respect to each Assuming Lender. In connection with any extension of the Revolving Termination Date or any other Loan that from time to time may be provided hereunder, the applicable Loan Parties shall deliver, at their sole cost and expense, (i) amendments to each of the Mortgages (and the Administrative Agent is hereby directed by the Lenders to enter into such amendments) that has a maturity date prior to the then latest maturity date of any of the Loans so that the maturity date referenced in such Mortgages is extended to the then latest maturity date of any of the Loans (or such later date as may be advised by local counsel to the Administrative Agent), and (ii) title date down and modification endorsements to the Title Policies insuring such amendments and bringing the date of coverage of such ~~Lender shall not be due~~ Title Policies and ~~payable pursuant~~ all endorsements thereto forward to ~~this Section 2.17(b)~~the date of recordation of the applicable Mortgage Amendments.

Appears in 1 contract

Samples: Credit Agreement (Carmike Cinemas Inc)

Extension of Revolving Termination Date. Not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date (~~a) The~~ each, an "Anniversary Date"), provided that no Event of Default shall have occurred and be continuing, the Borrower may, with the prior written consent of the Guarantor, and by written notice to the Administrative Agent in (which notice the ~~form of Exhibit F-1~~ Administrative Agent shall promptly transmit to each Lender) (~~an “~~the "Extension Request~~”) given no earlier than the first anniversary~~ "), request that each Lender agree to an extension of the ~~Closing~~ Revolving Termination Date ~~but no later~~ then in effect for a period of one year. Each Lender shall notify the Administrative Agent, not less than 60 15 days prior to such Anniversary Date, of its election to extend or not extend the Revolving Termination Date as requested in such Extension Request (which notices the Administrative Agent shall promptly transmit to the Borrower). Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Revolving Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 15 days prior to the ~~then~~ applicable ~~Revolving Termination~~ Anniversary Date. If any Lender shall fail to respond, ~~request that~~ such Lender shall be deemed to have elected not to extend. If the ~~then applicable~~ Required Lenders shall approve in writing the extension of the Revolving Termination Date as requested in the Extension Request, the Revolving Termination Date shall automatically and without any further action by any Person be extended ~~to the date that is one calendar~~ an additional year ~~after the then applicable Revolving Termination Date. Such extension shall be effective~~ with respect to each Lender ~~that,~~ that elected to so extend by a giving written notice thereof pursuant to this Section 2.18; provided that the Commitment of any Lender which does not consent in the form of Exhibit F-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, writing to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (ior which revokes such consent) ~~such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute~~ at least ~~a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails~~ 15 days prior to ~~submit a Continuation Notice on or before~~ the applicable ~~Extension Request Response~~ Anniversary Date ~~shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender and~~ then in effect (~~iii~~an "Objecting Lender") ~~the Borrower may give only two Extension Requests during the term of~~ shall, unless earlier terminated in accordance with this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business , expire on the Revolving Termination Date in effect ~~prior to~~ on the ~~delivery~~ date of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all Loans and other amounts ~~then~~ payable hereunder to such ~~Non-Extending Lender~~Objecting Lender shall be paid to such Objecting Lender on the Revolving Termination Date. If, ~~however, on or~~ as of the fifteenth day before ~~the date which is 10 days prior to~~ the Revolving Termination Date then in ~~effect prior to the delivery of an Extension Request pursuant to this Section 2.17~~effect, the ~~Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to~~ Required Lenders shall not approve in writing the extension of the Revolving Termination Date requested in an Extension Request, the Revolving Termination Date shall not be extended pursuant to such Extension Request. In the event that the Borrower shall elect not to replace the Commitments of an Objecting Lender, (i) such Objecting Lender's Commitment shall terminate on the Commitment Expiration Date and (ii) upon such Commitment Expiration Date, the Borrower shall make a mandatory prepayment in an amount equal to the aggregate principal amount of any outstanding Loans hereunder that exceed the Commitments. The Revolving Termination Date may be extended for a total of three successive periods of one year pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b)2.18.

Appears in 1 contract

Samples: Credit Agreement (H&r Block Inc)

Extension of Revolving Termination Date. (a) ~~The Borrower may~~Subject to the requirements of Section 2.13(d) (including, without limitation, the requirement that Revolving Lenders having at least 60% of the Revolving Commitments shall consent), at least 45 days prior to the Revolving Termination Date, the Borrower, by written notice to the Administrative Agent in (the ~~form~~ date of ~~Exhibit F-1 (~~any such notice, an “Extension ~~Request~~Notice Date”~~) given no earlier than the first anniversary~~ ), may request an extension of the ~~Closing Date but no later than 60 days prior to the then applicable Revolving Termination Date, request that the then applicable~~ Revolving Termination Date ~~be extended~~ to ~~the~~ a date that is one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit F-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given specified by the Borrower (~~or such later date as the Borrower shall specify in such Extension Request) (~~the “~~Extension Request Response~~ Extended Revolving Termination Date”), ~~consents~~provided that no more than three (3) extensions may be effected pursuant to this Section 2.13. The Administrative Agent shall promptly notify each Revolving Lender of each such request, and each Revolving Lender shall in turn, in its sole discretion, not later than 10 Business Days after the Extension Notice Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension, such notice to be in substantially the form of Exhibit G hereto. If any Revolving Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Revolving Termination Date within 10 Business Days after the Extension Notice Date, such Revolving Lender shall be deemed to be a Non-Extending Lender with respect to such request. The Administrative Agent shall notify the Borrower promptly of the decision of the Revolving Lenders regarding any such request for an extension of the Revolving Termination Date. (~~each~~ b) If all the Revolving Lenders consent in writing to any request for an extension of the Revolving Termination Date in accordance with Section 2.13(a), the Revolving Termination Date shall, effective as of the date that is 30 days after the Extension Notice Date (such effective date, the “Extension Date”), be extended to the Extended Revolving Termination Date; provided that on the Extension Date, the applicable conditions set forth in Section 5 shall have been satisfied. If fewer than all of the Revolving Lenders consent in writing to any such request in accordance with Section 2.13(a), the Revolving Termination Date shall, subject to Section 2.13(d) (including, without limitation, the requirement that Revolving Lenders having at least 60% of the Revolving Commitments shall have consented) and effective as at the Extension Date, be extended only as to those Revolving Lenders that so consented (each, an “Extending Lender”) but shall not be extended as to any other Revolving Lender ~~giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as~~ (each, a “Non-Extending Lender”)~~, provided~~ . To the extent that (ithe Revolving Termination Date is not extended as to any Revolving Lender pursuant to this Section 2.13 and the Revolving Commitment of such Revolving Lender is not assumed in accordance with Section 2.13(c) ~~such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments~~ on ~~the date of~~ or prior to the Extension ~~Request~~Date, ~~(ii) any Lender that fails to submit a Continuation Notice on or before~~ the ~~applicable Extension Request Response Date shall be deemed not to have consented to~~ Revolving Commitment of such ~~extension and shall constitute a~~ Non-Extending Lender shall automatically terminate on the Revolving Termination Date then applicable to it, unless such Non-Extending Lender shall otherwise subsequently agree to extend its Revolving Commitment to the Extended Revolving Termination Date, in whole on the Revolving Termination Date without any further notice or other action by the Borrower, such Revolving Lender or any other Person; provided that such Non-Extending Lender’s rights under Sections 3.9, 3.10 and ~~(iii)~~ 10.5, and its obligations under Section 9.7, shall survive the ~~Borrower may give only two Extension Requests during the term of this Agreement~~Revolving Termination Date for such Revolving Lender as to matters occurring prior to such date. No It is understood and agreed that no Revolving Lender shall have any obligation whatsoever to ~~consent~~ agree to any request made by the Borrower for any requested extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (bc) ~~The Revolving Commitment~~ If fewer than all of ~~each Non-Extending Lender shall terminate at the close of business on~~ the Revolving ~~Termination Date in effect prior~~ Lenders consent to ~~the delivery of such Extension Request without giving~~ any ~~effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent,~~ request for ~~the account of each Non-Extending Lender,~~ an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to Section 2.13(a), the Administrative Agent shall promptly notify the Extending Lenders, and each Extending Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Extension Date of the amount of the Non-Extending Lenders’ Revolving Commitments that it is willing to assume. If one or more Extending Lenders notify the Administrative Agent that they are willing to assume one or more Revolving Commitments in an aggregate amount that exceeds the Revolving Commitments of the Non-Extending Lenders, such Revolving Commitments shall be allocated among such Extending Lenders in such amounts as are agreed between the Borrower and the Administrative Agent. If after giving effect to the assignments of Revolving Commitments described above there remain any Revolving Commitments of Non-Extending Lenders, the Borrower may arrange for one or more Extending Lenders or other Assignees that agree to an extension of the Revolving Termination Date (each such Extending Lender pursuant to the immediately preceding sentence or this sentence and each such Assignee, an “Assuming Lender”) to assume, effective as of the Extension Date, any remaining Non-Extending Lenders’ Revolving Commitments and all of the obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Revolving Commitments, without recourse to or warranty by, or expense to, such Non-Extending Lenders; provided, however, that the amount of the Revolving Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 (or such lesser amount as the Borrower and the Administrative Agent shall agree). The assumptions provided for in this Section ~~2.17~~2.13(c) shall be subject to the conditions that: (i) the Assuming Lenders shall have paid (or, in the case of any interest or fees, if it has been so agreed, the Borrower shall have paid) to the Non-Extending Lenders (A) the aggregate principal amount of, and any interest and fees accrued and unpaid to the Extension Date on, the outstanding Revolving Loans, if any, of the Non-Extending Lenders under the respective portions of their Revolving Commitments being assumed; (ii) all additional costs, reimbursements, expense reimbursements and indemnities then due and payable to the Non-Extending Lenders under this Agreement in respect of such ~~replacement~~ portions of their Revolving Commitments shall have been paid by the Borrower; (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 10.6(b) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower); and (iv) the Assuming Lenders shall have assumed the L/C Obligations; provided, further, that a Non-Extending Lender’s rights under Sections 3.9, 3.10 and 10.5, and its obligations under Section 9.7, shall survive any such assumption as to matters occurring prior to the date of substitution. On or prior to the Extension Date, (A) each Assuming Lender that is an Assignee but not an Extending Lender shall have delivered to the Borrower and the Administrative Agent an assumption agreement in substantially the form of Exhibit H (each, an “Assumption Agreement”) and (B) any Extending Lender assuming any Revolving Commitments shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Revolving Commitment. Upon the payment or prepayment of all amounts referred to above, the Assuming Lenders, as of the Extension Date, will be substituted for the Non-Extending Lenders under this Agreement to the extent of their assumed Revolving Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of the Non-Extending Lenders to such extent hereunder shall, by the provisions hereof, be released and discharged. (d) If the Revolving Lenders (including Assignees who are Assuming Lenders) having at least 60% of the Revolving Commitments (after giving effect to any assumptions pursuant to Section ~~2.17~~ 2.13(c)) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) on or prior to the Extension Date, the Administrative Agent shall so notify the Borrower, and, upon satisfaction of the applicable conditions set forth in Section 5.2, the Revolving Termination Date shall be extended to the Extended Revolving Termination Date as described in Section 2.13(a) for each Extending Lender and ~~this Agreement be deemed to be a Continuing~~ each Assuming Lender, and all references in this Agreement to the “Revolving Termination Date” shall, with respect to each Extending Lender and each Assuming Lender, refer to the Extended Revolving Termination Date. Promptly following the Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the Revolving ~~Loans of such Lender~~ Termination Date and shall ~~not be due and payable pursuant~~ thereupon record in the Register the relevant information with respect to ~~this Section 2.17(b)~~each Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Carmike Cinemas Inc)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ H-1 (an the “Extension Request”) given no earlier than ~~the first~~ 60 days and no later than 30 days prior to any anniversary of the ~~Closing~~ Amendment No. 12 Effective Date ~~but no later than 60 days prior~~ (with respect to any Extension Request, the ~~then applicable Revolving Termination Date~~“Extension Deadline”), request that the then applicable Revolving Termination Date be extended to the date that is one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ H-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 15 days ~~after~~ prior to the applicable Extension ~~Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”)~~Deadline, consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension ~~Request,~~ Request and (ii) any Lender that fails to submit a Continuation Notice ~~on or before~~ at least 15 days prior to the applicable Extension ~~Request Response Date~~ Deadline shall be deemed not to have consented to such extension and shall constitute a Non-Extending ~~Lender and (iii) the Borrower may give only two Extension Requests during the term of this Agreement~~Lender. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than ~~five~~ 15 days ~~after~~ prior to the applicable Extension ~~Request Response Date~~ Deadline which Lenders are Continuing Lenders and which Lenders are Non-Extending Lenders, and whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the ~~applicable~~ Extension Request. (b) The ~~Revolving~~ Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving ~~any~~ effect to such proposed extension. ~~In accordance with Section 2.1(e), on~~ On such Revolving Termination Date, (i) the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s ~~Revolving~~ Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender~~. If~~, ~~however~~and (ii) the Administrative Agent shall make, and the parties hereto hereby consent to, such reallocations, transfers and assignments necessary to cause the Aggregate Exposure of each Continuing Lender to reflect its Aggregate Exposure Percentage of the Revolving Commitments after giving effect to the repayment of the Obligations of the Non-Extending Lenders, and the Continuing Lenders and the Borrower agree to make such payments to the Administrative Agent as are necessary to accomplish the foregoing. (c) Notwithstanding the foregoing, if, on or before the ~~date which is 10 days prior to the~~ applicable Revolving Termination Date in effect immediately prior to the ~~delivery~~ effectiveness of an the Extension Request pursuant to this Section ~~2.17~~2.21, the Borrower obtains a replacement ~~Lender~~ financial institution (other than an Ineligible Assignee) (each, an “Extension Replacement Lender”) pursuant to Section ~~2.16 for any such Non-Extending Lender~~ 2.18 and such ~~replacement~~ Extension Replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section ~~2.17~~2.21, then such ~~replacement~~ Extension Replacement Lender shall for all purposes of this Section ~~2.17~~ 2.21 and this Agreement be deemed to be a Continuing Lender, and the ~~Revolving~~ Loans of such Lender shall not be due and payable pursuant to this Section ~~2.17(b)~~2.21. (d) The Revolving Termination Date may be extended pursuant to this Section 2.21 no more than two (2) times during the term of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Blue Owl Capital Inc.)

Extension of Revolving Termination Date. ~~(a)~~ The Borrower may, by written notice to the Administrative Agent in the form of Exhibit F-1 (an “Extension Request”) given no earlier than the first anniversary of the Closing Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to the date that is one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit F-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with a Continuing Lender willing to honor the Borrower's Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender's Revolving Commitment) and (~~iii~~iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 1 contract

Samples: Credit Agreement (Xcel Energy Inc)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ E-1 (an “Extension Request”) given no earlier than the first anniversary of the ~~Closing~~ Restatement Effective Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the ~~date~~ Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (~~iii~~iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and AMERICAS 91292599 such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 1 contract

Samples: Credit Agreement (Northern States Power Co)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ E-1 (an “Extension Request”) given no earlier than the first anniversary of the ~~Closing~~ Restatement Effective Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the ~~date~~ Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (~~iii~~iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and AMERICAS 91292576 such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 1 contract

Samples: Credit Agreement (Northern States Power Co)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ D-1 (an “Extension Request”) given no earlier than the first anniversary of the ~~Closing~~ Restatement Effective Date but no NEWYORK 9337884 later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the ~~date~~ Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ D-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (~~iii~~iv) the Borrower may give only ~~two~~ one Extension ~~Requests~~ Request during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section ~~2.1(e~~2.1(b), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 1 contract

Samples: Credit Agreement (Northern States Power Co)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ D-1 (an “Extension Request”) given no earlier than the first anniversary of the ~~Closing~~ Restatement Effective Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the ~~date~~ Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ D-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), ; provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment); provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (~~iii~~iv) the Borrower may give only ~~two~~ one Extension ~~Requests~~ Request during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section ~~2.1(e~~2.1(b), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section ~~2.17~~2.17 (or such shorter time period as may be agreed by the Administrative Agent), the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 1 contract

Samples: Credit Agreement (Public Service Co of Colorado)

Extension of Revolving Termination Date. (a) ~~The~~ No earlier than 60 days and at least 45 days prior to each of the first and second anniversary of the Closing Date, the Borrower may, by written notice to the Administrative Agent ~~in the form of Exhibit F-1~~ (~~an “Extension Request”) given no earlier than the first anniversary of the Closing Date but no later than 60 days prior to the then applicable Revolving Termination Date~~who shall promptly notify each Lender thereof), request that the ~~then applicable~~ Revolving Termination Date then in effect be extended for a one-year period. (b) If a Lender agrees, in its individual and sole discretion, to ~~the date that is one calendar year after the then applicable~~ so extend its Revolving ~~Termination Date. Such extension~~ Commitment (an "Extending Lender"), it shall ~~be effective with respect to each Lender that, by a written notice in the form of Exhibit F-2 (a “Continuation Notice”)~~ deliver to the Administrative Agent ~~given~~ a written notice of its agreement to do so at least 30 days prior to such anniversary date and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender's agreement to extend its Revolving Commitment (and such agreement shall be irrevocable until such anniversary date). The Revolving Commitment of any Lender that fails to accept or respond to the Borrower's request for extension of the Revolving Termination Date (a "Declining Lender") shall be terminated on the Revolving Termination Date then in effect for such Lender (without regard to any extension by other Lenders). The Administrative Agent shall promptly notify the Borrower and each Extending Lender of the aggregate Revolving Commitments of the Declining Lenders. Each Extending Lender may offer to increase its respective Revolving Commitment by an aggregate amount up to the aggregate amount of the Declining Lenders' Revolving Commitments and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Revolving Commitment no later than 30 15 days ~~after~~ prior to such anniversary date (and such offer shall be irrevocable until such anniversary date). (c) To the ~~applicable Extension Request~~ extent the aggregate amount of extended Revolving Commitments is ~~given by~~ less than the ~~Borrower (or such later date as~~ aggregate amount of Revolving Commitments so requested to be extended pursuant to the foregoing, the Borrower shall ~~specify~~ have the right to require any Declining Lender to (and any such Declining Lender shall) assign in ~~such Extension Request~~full its rights and obligations under this Agreement to one or more banks or other financial institutions (which may be, but need not be, one or more of the existing Lenders) (which at the ~~“Extension Request Response Date”), consents~~time agree to, in the case of any such Person that is an existing Lender, increase its ~~sole discretion, to~~ Revolving Commitment and in the case of any other such ~~extension~~ Person (~~each Lender giving a Continuation Notice being referred to herein as~~ a “~~Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending~~ Replacement Lender”), ) become a party to this Agreement; provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Requestassignment is otherwise in compliance with Section 10.6, (ii) ~~any~~ such Declining Lender ~~that fails to submit a Continuation Notice on or before~~ receives payment in full of the ~~applicable Extension Request Response Date shall be deemed not to have consented~~ unpaid principal amount of all Revolving Loans owing to such ~~extension~~ Declining Lender, together with all accrued and ~~shall constitute a Non-Extending~~ unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts then due to such Declining Lender under this Agreement and (iii) any such assignment shall be effective on the date on or before such anniversary date as may be specified by the Borrower and agreed to by the Replacement Lenders or the Extending Lenders, as the case may ~~give~~ be, and the Administrative Agent. (d) On the Revolving Termination Date for each Declining Lender, (x) the Borrower shall pay in full the unpaid principal amount of all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts then due to such Declining Lender under this Agreement, and (y) the amount of the participating interests held by each remaining Lender in respect of each Letter of Credit and Swingline Loan then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the remaining Lenders shall hold participating interests in respect of each such Letter of Credit and Swingline Loan in proportion to their respective Revolving Commitments. (e) Notwithstanding the foregoing, if, but only if, Extending Lenders and Replacement Lenders have agreed to provide Revolving Commitments in an aggregate amount greater than 50% of the aggregate amount of the Revolving Commitments outstanding immediately prior to such anniversary date, the Revolving Termination Date of such Extending Lenders and Replacement Lenders shall be extended by one year. (f) The Revolving Termination Date of such Extending Lenders and Replacement Lenders may be extended by one year under the terms of this Section 2.22 not more than a total of two ~~Extension Requests~~ times during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 1 contract

Samples: Credit Agreement (Agl Resources Inc)

Extension of Revolving Termination Date. (a) The ~~Borrower~~ Company may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ J-1 (an the “Extension Request”) given no earlier than ~~the first~~ 60 days prior to each anniversary of the Closing Date but no later than 60 45 days prior to each anniversary of the ~~then applicable Revolving Termination~~ Closing Date, request that the then applicable Revolving Termination Date be extended to the date that is one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each ~~Lender~~ Bank that, by a written notice in the form of Exhibit ~~F-2~~ J-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 20 days ~~after~~ prior to the then applicable ~~Extension Request is given by~~ anniversary of the ~~Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response~~ Closing Date”), consents, in its sole discretion, to such extension (each ~~Lender~~ Bank giving a Continuation Notice being referred to herein as a “Continuing ~~Lender~~Bank” and each ~~Lender~~ Bank other than a Continuing ~~Lender~~ Bank being referred to herein as a “Non-Extending ~~Lender~~Bank”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing ~~Lenders~~ Banks constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any ~~Lender~~ Bank that fails to submit a Continuation Notice ~~on or before~~ at least 20 days prior to the then applicable ~~Extension Request Response~~ anniversary of the Closing Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending ~~Lender~~ Bank and (iii) the ~~Borrower~~ Company may give ~~only~~ no more than two Extension Requests during the term of this Agreement. No ~~Lender~~ Bank shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each ~~Lender~~ Bank of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the ~~Borrower~~ Company and the ~~Lenders~~ Banks no later than ~~five~~ 15 days ~~after~~ prior to the then applicable ~~Extension Request Response~~ anniversary of the Closing Date which Banks are Continuing Banks and which Banks are Non-Extending Banks, and whether the Administrative Agent has received Continuation Notices from ~~Lenders~~ Banks holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the ~~applicable~~ Extension Request. (b) The Revolving Commitment of each Non-Extending ~~Lender~~ Bank shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. ~~In accordance with Section 2.1(e), on~~ On such Revolving Termination Date, the ~~Borrower~~ Company shall pay to the Administrative Agent, for the account of each Non-Extending ~~Lender~~Bank, an amount equal to such Non-Extending ~~Lender~~Bank’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending ~~Lender~~Bank. If, however, on or before the ~~date which is 10 days prior to the~~ applicable Revolving Termination Date in effect immediately prior to the ~~delivery~~ effectiveness of an the Extension Request pursuant to this Section ~~2.17~~2.13, the ~~Borrower~~ Company obtains a ~~replacement Lender~~ Replacement Bank pursuant to ~~Section 2.16~~ subsection 15.1(e) for any such Non-Extending ~~Lender~~ Bank and such ~~replacement Lender~~ Replacement Bank agrees to the extension of the Revolving Termination Date pursuant to this Section ~~2.17~~2.13, then such ~~replacement Lender~~ Replacement Bank shall for all purposes of this Section ~~2.17~~ 2.13 and this Agreement be deemed to be a Continuing ~~Lender~~Bank, and the Revolving Loans of such ~~Lender~~ Bank shall not be due and payable pursuant to this Section ~~2.17(b~~2.13(b).

Appears in 1 contract

Samples: Five Year Credit Agreement (Arrow Electronics Inc)

Extension of Revolving Termination Date. (a) ~~The~~ Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary date of the Closing Date, the Borrower may, ~~by written~~ upon notice to the Administrative Agent in (who shall promptly notify the ~~form of Exhibit F-1 (an “Extension Request”) given no earlier than the first anniversary~~ Lenders), request a one year extension of the ~~Closing Date but no later than 60 days prior to the~~ then ~~applicable~~ current Revolving Termination Date, ~~request~~ provided, however, that the ~~then applicable Revolving Termination Date be extended to the date that is one calendar year after the then applicable Revolving Termination Date~~Borrower may request only two such extensions under this Agreement. ~~Such extension shall be effective with respect to~~ Within 15 days of delivery of such notice, each Lender ~~that, by a written notice in the form of Exhibit F-2 (a “Continuation Notice”) to~~ shall notify the Administrative Agent ~~given no later than 30 days after the applicable Extension Request is given by the Borrower (~~whether or ~~such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion,~~ not it consents to such extension (~~each~~ which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if not responding within the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date above time period shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender and (iii) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Dateextension. The Administrative Agent shall ~~notify each Lender of the receipt of an Extension Request~~ promptly ~~after receipt thereof. The Administrative Agent shall~~ notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the ~~Total Revolving Commitments on~~ Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension (a “Declining Lender”), the ~~date of the applicable Extension Request~~Borrower may cause any such Declining Lender to be removed or replaced as a Lender pursuant to Section 3.13. (b) ~~The Revolving Commitment~~ Only if Majority Lenders (calculated prior to giving effect to any removals and/or replacements of ~~each Non-Extending Lender shall terminate at~~ Lenders permitted herein) (the ~~close of business on~~ “Consenting Lenders”) have consented to an extension requested pursuant to this Section, the Revolving Termination Date ~~in effect prior~~ shall be extended, with respect only to the ~~delivery of~~ Consenting Lenders and any Lender replacing a Declining Lender pursuant to Section 3.13. If so extended, the Revolving Termination Date, as to the Consenting Lenders and each Lender replacing a Declining Lender pursuant to Section 3.13, shall be extended to the date falling one year after the existing Revolving Termination Date (except that if such ~~Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e)~~date is not a Business Day, on such Revolving Termination Date, as so extended, shall be the next preceding Business Day); provided, however, that the pre-existing Revolving Termination Date shall remain in effect with respect to any Declining Lender that is not replaced (such Declining Lender’s “Existing Maturity Date”). The Administrative Agent and the Borrower shall ~~pay~~ promptly confirm to the Lenders such extension, and the Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes in Lenders and their respective Revolving Commitments. If the Revolving Termination Date is extended pursuant this Section 2.16 with respect to some but not all of the Lenders, then no Letter of Credit may expire after the date that is five Business Days prior to an Existing Maturity Date in respect of any Declining Lender if, after giving effect to such Letter of Credit, the aggregate Revolving Commitments of the Consenting Lenders (including any replacement Lenders) for the period following such Existing Maturity Date would be less than the L/C Obligations following such Existing Maturity Date. 084421 000400 DALLAS 2675603.7 [Eighth Amended and Restated Credit Agreement] (c) As a condition precedent to such extension, the Borrower shall have provided to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, ~~for~~ demonstrating that the ~~account~~ Borrower’s incurrence of ~~each Non-Extending Lender~~indebtedness hereunder with a maturity date of the Revolving Termination Date, ~~an amount equal~~ as extended pursuant to ~~such Non-Extending Lender’s Revolving Loans~~this Section, has been duly authorized by all necessary corporate action, together with ~~accrued but unpaid interest and fees thereon and all other amounts then payable hereunder~~ an opinion of counsel to the Borrower to such ~~Non-Extending~~ effect, (ii) a certificate (in sufficient copies for each Lender~~. If~~), ~~however~~signed by a Responsible Officer of the Borrower certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article 4 and the other Loan Documents are true and correct on and as of the date thereof, and (B) no Default or Event of Default exists. (d) The Borrower shall, on ~~or before~~ the ~~date which is 10 days prior~~ Existing Maturity Date with respect to ~~the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains~~ any Declining Lender that has not been replaced as a ~~replacement~~ Lender pursuant to Section ~~2.16 for any~~ 3.13 pay in full all Obligations owing to such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Declining Lender, and ~~the~~ such Declining Lender’s Revolving ~~Loans~~ Commitment and participation in any Letter of Credit outstanding hereunder shall terminate on such ~~Lender shall not be due and payable pursuant to this Section 2.17(b)~~Existing Maturity Date.

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Energy Corp)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ E-1 (an “Extension Request”) given no earlier than the first anniversary of the ~~Closing~~ Restatement Effective Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the ~~date~~ Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), ; provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment); provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (~~iii~~iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 1 contract

Samples: Credit Agreement (Northern States Power Co)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ E-1 (an “Extension Request”) given no earlier than the first anniversary of the ~~Closing~~ Restatement Effective Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the ~~date~~ Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), ; provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment); provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (~~iii~~iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section ~~2.17~~2.18, the Borrower obtains a replacement Lender pursuant to Section ~~2.16~~ 2.17 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section ~~2.17~~2.18, then such replacement Lender shall for all purposes of this Section ~~2.17~~ 2.18 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section ~~2.17(b~~2.18(b).

Appears in 1 contract

Samples: Credit Agreement (Northern States Power Co)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ H-1 (an the “Extension Request”) given no earlier than ~~the first~~ 60 days and no later than 30 days prior to any anniversary of the ~~Closing~~ ClosingAmendment No. 1 Effective Date ~~but no later than 60 days prior~~ (with respect to any Extension Request, the ~~then applicable Revolving Termination Date~~“Extension Deadline”), request that the then applicable Revolving Termination Date be extended to the date that is one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ H-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 15 days ~~after~~ prior to the applicable Extension ~~Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”)~~Deadline, consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension ~~Request,~~ Request and (ii) any Lender that fails to submit a Continuation Notice ~~on or before~~ at least 15 days prior to the applicable Extension ~~Request Response Date~~ Deadline shall be deemed not to have consented to such extension and shall constitute a Non-Extending ~~Lender and (iii) the Borrower may give only two Extension Requests during the term of this Agreement~~Lender. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than ~~five~~ 15 days ~~after~~ prior to the applicable Extension ~~Request Response Date~~ Deadline which Lenders are Continuing Lenders and which Lenders are Non-Extending Lenders, and whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the ~~applicable~~ Extension Request. (b) The ~~Revolving~~ Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving ~~any~~ effect to such proposed extension. ~~In accordance with Section 2.1(e), on~~ On such Revolving Termination Date, (i) the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s ~~Revolving~~ Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender~~. If~~, ~~however~~and (ii) the Administrative Agent shall make, and the parties hereto hereby consent to, such reallocations, transfers and assignments necessary to cause the Aggregate Exposure of each Continuing Lender to reflect its Aggregate Exposure Percentage of the Revolving Commitments after giving effect to the repayment of the Obligations of the Non-Extending Lenders, and the Continuing Lenders and the Borrower agree to make such payments to the Administrative Agent as are necessary to accomplish the foregoing. (c) Notwithstanding the foregoing, if, on or before the ~~date which is 10 days prior to the~~ applicable Revolving Termination Date in effect immediately prior to the ~~delivery~~ effectiveness of an the Extension Request pursuant to this Section ~~2.17~~2.21, the Borrower obtains a replacement ~~Lender~~ financial institution (other than an Ineligible Assignee) (each, an “Extension Replacement Lender”) pursuant to Section ~~2.16 for any such Non-Extending Lender~~ 2.18 and such ~~replacement~~ Extension Replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section ~~2.17~~2.21, then such ~~replacement~~ Extension Replacement Lender shall for all purposes of this Section ~~2.17~~ 2.21 and this Agreement be deemed to be a Continuing Lender, and the ~~Revolving~~ Loans of such Lender shall not be due and payable pursuant to this Section ~~2.17(b)~~2.21. (d) The Revolving Termination Date may be extended pursuant to this Section 2.21 no more than two (2) times during the term of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Blue Owl Capital Inc.)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ D-1 (an “Extension Request”) given no earlier than the first anniversary of the ~~Closing~~ Restatement Effective Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the ~~date~~ Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ D-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (~~iii~~iv) the Borrower may give only ~~two~~ one Extension ~~Requests~~ Request during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section ~~2.1(e~~2.1(b), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).

Appears in 1 contract

Samples: Credit Agreement (Xcel Energy Inc)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit ~~F-1~~ E-1 (an “Extension Request”) given no earlier than the first anniversary of the ~~Closing~~ Restatement Effective Date but no later than 60 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the ~~date~~ Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit ~~F-2~~ E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), ; provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment); provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (~~iii~~iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request. (b) The Revolving Commitment of each Non-Extending Lender shall terminate at the close of business on the Revolving Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. In accordance with Section 2.1(e), on such Revolving Termination Date, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, an amount equal to such Non-Extending Lender’s Revolving Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Lender. If, however, on or before the date which is 10 days prior to the Revolving Termination Date in effect prior to the delivery of an Extension Request pursuant to this Section 2.17, the Borrower obtains a replacement Lender pursuant to Section 2.16 for any such Non-Extending Lender and such replacement Lender agrees to the extension of the Revolving Termination Date pursuant to this Section 2.17, then such replacement Lender shall for all purposes of this Section 2.17 and this Agreement be deemed to be a Continuing Lender, and the Revolving Loans of such Lender shall not be due and payable pursuant to this Section 2.17(b).Termination

Appears in 1 contract

Samples: Credit Agreement (Public Service Co of Colorado)

Common use of Extension of Revolving Termination Date Clause in Contracts