Extension of Scheduled Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, an anniversary of the Closing Date, the Parent Borrower may, upon notice to the Administrative Agent (who shall promptly notify the Lenders), request a one year extension of the Scheduled Maturity Date for each of the Lenders. The Parent Borrower may request such an extension no more than four times. Within 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Parent Borrower and the Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension (a “Non-Extending Lender”), the Parent Borrower may cause any such Non-Extending Lender to be removed or replaced as a Lender pursuant to Section 10.15. (b) The Scheduled Maturity Date for each Consenting Lender (defined below) shall be extended only if Lenders holding more than 50% of the Commitments (calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto, with respect only to Consenting Lenders and any Lender replacing a Non-Extending Lender pursuant to Section 10.15. If so extended, the Scheduled Maturity Date, as to each Consenting Lender and each Lender replacing a Non-Extending Lender pursuant to Section 10.15, shall be extended to the same date in the following year (the “Extension Effective Date”) but the pre-existing Scheduled Maturity Date shall remain in effect with respect to any Non-Extending Lender that is not replaced. The Administrative Agent and the Parent Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Parent Borrower shall deliver to the Administrative Agent a certificate dated as of the date that would be the effective date of such extension (in sufficient copies for each Lender) signed by a Responsible Officer of the Parent Borrower (i) certifying and attaching the resolutions adopted by each Borrower approving or consenting to such extension, or if the Borrowers’ resolutions delivered pursuant to Section 4.01(a)(iii) provided for such extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect and, (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V are true and correct on and as of the date that would be the effective date of such extension, except to the extent that such representations and warranties specifically refer to a different date, in which case they shall be true and correct as of such date, (B) no Default or Event of Default exists, and (C) the Borrowers will provide any Cash Collateral and make any payments required by clauses (c) and (d) below on such Scheduled Maturity Date applicable to each Non-Extending Lender. (c) On the Scheduled Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations shall be reallocated among the Consenting Lenders and each Lender replacing a Non-Extending Lender pursuant to Section 10.15 in accordance with their respective Pro Rata Shares (calculated without regard to the Non-Extending Lenders’ Commitments), but only to the extent that such reallocation does not cause, with respect to any Consenting Lender or any Lender replacing a Non-Extending Lender pursuant to Section 10.15, the aggregate Outstanding Amount of the Committed Loans of such Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, to exceed such Lender’s Commitment as in effect at such time; provided, however, that if such reallocation cannot, or can only partially, be effected, the Borrowers shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation and required payments, if any, in clause (d) below, the Outstanding Amount of all Loans and L/C Obligations exceed the Commitments of the Consenting Lenders and the Lenders replacing Non-Extending Lenders pursuant to Section 10.15. The amount of any such Cash Collateral provided by the Borrowers shall reduce the Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to this clause (c)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase risk participations in L/C Obligations with respect to Letters of Credit issued after such Stated Maturity Date shall terminate. (d) 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 Commitments. The Borrowers shall (i) on the Scheduled Maturity Date for each Non-Extending Lender, prior to or contemporaneously with giving effect to any extension, pay amounts due, in full, to any Non-Extending Lender that is not replaced as a Lender pursuant to Section 10.15, and (ii) prepay any Loans outstanding on the Extension Effective Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Loans ratable with the Pro Rata Shares of all the Lenders. (e) Notwithstanding anything to the contrary contained herein, in the event that any Non-Extending Lender is an L/C Issuer, such L/C Issuer shall not be required to issue any Letter of Credit if the expiry date of such Letter of Credit would occur after the Scheduled Maturity Date applicable to such L/C Issuer and the commitment of such L/C Issuer to issue Letters of Credit shall automatically terminate effective as of the Scheduled Maturity Date applicable to it and such L/C Issuer will have no further obligation to issue Letters of Credit under this Agreement. To the extent that any L/C Issuer is a Non-Extending Lender and has issued Letters of Credit with an expiry date that extends beyond such L/C Issuer’s Scheduled Maturity Date, for so long as such Letters of Credit remain outstanding, such L/C Issuer shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all such Letters of Credit (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). (f) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
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Samples: Credit Agreement (Enbridge Energy Partners Lp), Credit Agreement (Midcoast Energy Partners, L.P.)
Extension of Scheduled Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, an anniversary The Borrower may request extensions of the Closing Date, the Parent Borrower may, upon notice to the Administrative Agent (who shall promptly notify the Lenders), request a one year extension of the then Scheduled Maturity Date for by making such request in writing at least ninety (90) days prior to each anniversary of the Lenders. The Parent Borrower may request such an extension no more than four timesthis Agreement. Within 15 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Parent Borrower and the Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension (such Lender being a “Non-Extending Consenting Lender”), the Parent Borrower may cause any such Non-Extending Consenting Lender to be removed or replaced as a Lender pursuant to Section 10.1510.16.
(b) The Scheduled Maturity Date for each Consenting Lender (defined below) shall be extended only if Lenders holding more than 50at least 66-2/3% of the Aggregate Commitments (calculated prior to giving effect to any removals and/or replacements of Non-Consenting Lenders permitted herein) and all Lenders (after giving effect to any replacements of Non-Consenting Lenders permitted herein) (the “Consenting Lenders”) have consented thereto, with respect only to Consenting Lenders and any Lender replacing a Non-Extending Lender pursuant to Section 10.15. If so extended, the Scheduled Maturity Date, as to each the Consenting Lender and each Lender replacing a Non-Extending Lender pursuant to Section 10.15Lenders, shall be extended to the same date in the following year year, effective as of the Maturity Date then in effect (such existing Scheduled Maturity Date being the “Extension Effective Date”) but ); provided, however, the pre-existing Scheduled Maturity Date shall remain in effect with respect not be so extended as to any Non-Extending Lender Consenting Lender. To the extent that the Maturity Date is not replacedextended to any Lender pursuant to this Section 2.14 and such Non-Consenting Lender is not replaced in accordance with Section 10.16 on or prior to the Extension Effective Date, the Commitment and Obligations of such Non-Consenting Lender shall automatically terminate and become due and payable, in whole on such unextended Scheduled Maturity Date, without further notice or other action to or by the Borrower, such Non-Consenting Lender or any other Person, and the failure of the Borrower to pay the same shall constitute an Event of Default under Section 8.1(a)(i) (which Event of Default may not be waived without the consent of each Lender, including the Non-Consenting Lender, as provided in Section 10.01(c)). The Administrative Agent and the Parent Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Parent Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date that would be the effective date of such extension Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Parent Borrower such Loan Party (i) certifying and attaching the resolutions adopted by each Borrower such Loan Party approving or consenting to such extension, or if the Borrowers’ resolutions delivered pursuant to Section 4.01(a)(iii) provided for such extension, certifying that such resolutions have not been amended, modified or rescinded extension and remain in full force and effect and, (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the date that would be the effective date of such extensionExtension Effective Date, except to the extent that such representations and warranties specifically refer to a different an earlier date, in which case they shall be are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (Ba) no Default or Event and (b) of Default existsSection 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (C) the Borrowers will provide any Cash Collateral and make any payments required by clauses (c) and (d) below on such Scheduled Maturity Date applicable to each Non-Extending Lender.
(c) On the Scheduled Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations shall be reallocated among the Consenting Lenders and each Lender replacing a Non-Extending Lender pursuant to Section 10.15 in accordance with their respective Pro Rata Shares (calculated without regard to the Non-Extending Lenders’ CommitmentsB), but only to the extent that such reallocation does not cause, with respect to any Consenting Lender or any Lender replacing a Non-Extending Lender pursuant to Section 10.15, the aggregate Outstanding Amount of the Committed Loans of such Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, to exceed such Lender’s Commitment as in effect at such time; provided, however, that if such reallocation cannot, or can only partially, be effected, the Borrowers shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation and required payments, if any, in clause (d) below, the Outstanding Amount of all Loans and L/C Obligations exceed the Commitments of the Consenting Lenders and the Lenders replacing Non-Extending Lenders pursuant to Section 10.15. The amount of any such Cash Collateral provided by the Borrowers shall reduce the Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to this clause (c)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase risk participations in L/C Obligations with respect to Letters of Credit issued after such Stated Maturity Date shall terminate.
(d) 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 Commitments. The Borrowers shall (i) on the Scheduled Maturity Date for each Non-Extending Lender, prior to or contemporaneously with giving effect to any extension, pay amounts due, in full, to any Non-Extending Lender that is not replaced as a Lender pursuant to Section 10.15, and (ii) prepay any Loans outstanding on the Extension Effective Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Loans ratable with the Pro Rata Shares of all the Lenders.
(e) Notwithstanding anything to the contrary contained herein, in the event that any Non-Extending Lender is an L/C Issuer, such L/C Issuer shall not be required to issue any Letter of Credit if the expiry date of such Letter of Credit would occur after the Scheduled Maturity Date applicable to such L/C Issuer and the commitment of such L/C Issuer to issue Letters of Credit shall automatically terminate effective as of the Scheduled Maturity Date applicable to it and such L/C Issuer will have no further obligation to issue Letters of Credit under this Agreement. To the extent that any L/C Issuer is a Non-Extending Lender and has issued Letters of Credit with an expiry date that extends beyond such L/C Issuer’s Scheduled Maturity Date, for so long as such Letters of Credit remain outstanding, such L/C Issuer shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all such Letters of Credit (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).
(f) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Extension of Scheduled Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, an each anniversary of the Closing Date, the Parent Borrower may, upon notice to the Administrative Agent (who shall promptly notify the Lenders), request a one year extension of the Scheduled Maturity Date for each of the Lenders. The Parent Borrower may request such an extension no more than four timesDate. Within 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Parent Borrower and the Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension (a “Non-Extending Declining Lender”), the Parent Borrower may cause any such Non-Extending Declining Lender to be removed or replaced as a Lender pursuant to Section 10.1510.16.
(b) The Scheduled Maturity Date for each Consenting Lender (defined below) shall be extended only if Lenders holding more than 50% of the Commitments (calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto, with respect only to Consenting Lenders and any Lender replacing a Non-Extending Declining Lender pursuant to Section 10.1510.16. If so extended, the Scheduled Maturity Date, as to each the Consenting Lender Lenders and each Lender replacing a Non-Extending Declining Lender pursuant to Section 10.1510.16, shall be extended to the same date in the following year (the “Extension Effective Date”) but the pre-existing Scheduled Maturity Date shall remain in effect with respect to any Non-Extending Declining Lender that is not replaced. The Administrative Agent and the Parent Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Parent Borrower shall deliver to the Administrative Agent a certificate dated as of the date that would be the effective date of such extension Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Parent Borrower (i) certifying and attaching the resolutions adopted by each the Borrower approving or consenting to such extension, or if the Borrowers’ Borrower’s resolutions delivered pursuant to Section 4.01(a)(iii4.01(a)(iv) provided for such extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect and, (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V are true and correct on and as of the date that would be the effective date of such extensionExtension Effective Date, except to the extent that such representations and warranties specifically refer to a different date, in which case they shall be true and correct as of such date, and (B) no Default or Event of Default exists, and (C) the Borrowers will provide any Cash Collateral and make any payments required by clauses (c) and (d) below on such Scheduled Maturity Date applicable to each Non-Extending Lender.
(c) On the Scheduled Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations shall be reallocated among the Consenting Lenders and each Lender replacing a Non-Extending Lender pursuant to Section 10.15 in accordance with their respective Pro Rata Shares (calculated without regard to the Non-Extending Lenders’ Commitments), but only to the extent that such reallocation does not cause, with respect to any Consenting Lender or any Lender replacing a Non-Extending Lender pursuant to Section 10.15, the aggregate Outstanding Amount of the Committed Loans of such Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, to exceed such Lender’s Commitment as in effect at such time; provided, however, that if such reallocation cannot, or can only partially, be effected, the Borrowers shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation and required payments, if any, in clause (d) below, the Outstanding Amount of all Loans and L/C Obligations exceed the Commitments of the Consenting Lenders and the Lenders replacing Non-Extending Lenders pursuant to Section 10.15. The amount of any such Cash Collateral provided by the Borrowers shall reduce the Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to this clause (c)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase risk participations in L/C Obligations with respect to Letters of Credit issued after such Stated Maturity Date shall terminate.
(d) 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 Commitments. The Borrowers Borrower shall (i) on the existing Scheduled Maturity Date for each Non-Extending LenderDate, prior to or contemporaneously contemporaneous with giving effect to any extension, pay amounts due, in full, to any Non-Extending Declining Lender that is not replaced as a Lender pursuant to Section 10.1510.16, and (ii) prepay any Loans outstanding on the Extension Effective Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Loans ratable with the Pro Rata Shares of all the Lenders.
(e) Notwithstanding anything to the contrary contained herein, in the event that any Non-Extending Lender is an L/C Issuer, such L/C Issuer shall not be required to issue any Letter of Credit if the expiry date of such Letter of Credit would occur after the Scheduled Maturity Date applicable to such L/C Issuer and the commitment of such L/C Issuer to issue Letters of Credit shall automatically terminate effective as of the Scheduled Maturity Date applicable to it and such L/C Issuer will have no further obligation to issue Letters of Credit under this Agreement. To the extent that any L/C Issuer is a Non-Extending Lender and has issued Letters of Credit with an expiry date that extends beyond such L/C Issuer’s Scheduled Maturity Date, for so long as such Letters of Credit remain outstanding, such L/C Issuer shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all such Letters of Credit (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).
(f) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Extension of Scheduled Maturity Date. (a) Not earlier than 60 days prior toUpon the effectiveness of this Amendment pursuant to Section 4 below, nor later than 30 days prior to, an anniversary the Scheduled Maturity Date of the Closing DateRevolving Credit Commitment of each Extending Lender is hereby extended to May 27, the Parent Borrower may2027, upon notice as set forth on Schedule I attached hereto, which shall amend Schedule I to the Administrative Agent (who Credit Agreement. The Scheduled Maturity Date with respect to the Revolving Credit Commitment of each other Lender, if any, shall promptly notify remain unchanged as set forth on such amended Schedule I to the Lenders), request a one year Credit Agreement. The extension of the Scheduled Maturity Date for each of on the Lenders. The Parent Borrower may request such an extension no more than four times. Within 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld Effective Date as set forth in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period this Section 2 shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Parent Borrower and the Lenders constitute an exercise of the Lenders’ responses. If any Lender declines, or is deemed Borrower’s right to have declined, to consent to such request an extension (a “Non-Extending Lender”), the Parent Borrower may cause any such Non-Extending Lender to be removed or replaced as a Lender pursuant to Section 10.15.
(b2.17(a) The Scheduled Maturity Date for each Consenting Lender (defined below) shall be extended only if Lenders holding more than 50% of the Commitments (calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented theretoCredit Agreement, with respect only to Consenting Lenders and any Lender replacing a Non-Extending Lender pursuant to and, notwithstanding anything in Section 10.15. If so extended, the Scheduled Maturity Date, as to each Consenting Lender and each Lender replacing a Non-Extending Lender pursuant to Section 10.15, shall be extended 2.17 to the same date in the following year (the “Extension Effective Date”) but the pre-existing Scheduled Maturity Date shall remain in effect with respect to any Non-Extending Lender that is not replaced. The Administrative Agent and the Parent Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extensioncontrary, the Parent Borrower shall deliver to the Administrative Agent a certificate dated as of the date that would be the effective date of such extension (in sufficient copies for of the Scheduled Maturity Date of the Revolving Credit Commitment of each Lender) signed Extending Lender shall be deemed to be the Effective Date. For the avoidance of doubt and notwithstanding the extension effected pursuant to this Section 2, two one-year extensions shall be permitted pursuant to, and subject to the terms and conditions of, Section 2.17 of the Credit Agreement after the Effective Date. The requirements of Section 2.17 of the Credit Agreement with respect to any timing and notification requirements with respect to delivery of the Notice of Extension are hereby waived by a Responsible Officer all parties hereto solely with respect to the extension effected pursuant to this Section 2. This Amendment is deemed to be the Notice of Extension delivered by the Parent Borrower (i) certifying and attaching with respect to the resolutions adopted by each Borrower approving or consenting to such extension, or if the Borrowers’ resolutions delivered extension effected pursuant to this Section 4.01(a)(iii2, and shall constitute a representation by the Parent Borrower that (a) provided for such extensionno Event of Default or Default has occurred and is continuing on and as of the date hereof, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect and, (iib) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V the Loan Documents are true and correct in all material respects (or, in the case of any representation or warranty already qualified by materiality, in all respects) on and as of the date that would be the effective date hereof, as though made on and as of such extension, except date (unless any representation and warranty expressly relates to the extent that such representations and warranties specifically refer to a different an earlier date, in which case they such representation and warranty shall be true and correct in all material respects (or, in the case of any representation or warranty already qualified by materiality, in all respects) as of such earlier date, (B) no Default or Event except that the representations and warranties contained in Section 3.1 of Default exists, and (C) the Borrowers will provide any Cash Collateral and make any payments required by clauses (c) and (d) below on such Scheduled Maturity Date applicable Credit Agreement shall be deemed to each Non-Extending Lenderrefer to the audited financial statements of the Loan Parties most recently delivered to the Administrative Agent in accordance with the Credit Agreement).
(cb) On the earliest Scheduled Maturity Date applicable Date, which, as of the date hereof, is May 27, 2026 (the “Early Maturity Date”), after giving effect to the extension effected pursuant to this Section 2, each Non-Extending LenderLender shall automatically be deemed to have purchased participations in each Letter of Credit, all or any part the related Letter of Credit Obligations, and each Swingline Loan equal to such Non-Extending Lender’s Pro Rata Share Ratable Portion thereof after giving effect to the departure of the Outstanding Amount of L/C Obligations shall be reallocated among the Consenting Lenders and each Lender replacing a Non-Extending Lender pursuant to Section 10.15 in accordance with whose Revolving Credit Commitment terminates on the Early Maturity Date, if any, and the elimination of their respective Pro Rata Shares (calculated without regard to the Non-Extending Lenders’ Revolving Credit Commitments), but only to the extent that (i) the conditions set forth in Section 4.2 of the Credit Agreement are satisfied at the time of such reallocation (and, unless the Parent Borrower has otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time) and (ii) such reallocation does not cause, with respect cause the aggregate Revolving Credit Outstandings owing to any Consenting Lender or any Lender replacing a Non-Extending Lender pursuant to Section 10.15, whose Revolving Credit Commitment does not terminate on the aggregate Outstanding Amount of the Committed Loans of such Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, Early Maturity Date to exceed such Lender’s Commitment as Revolving Credit Commitment. If the reallocation described in effect at such time; provided, however, that if such reallocation this Section 2(b) cannot, or can only partially, be effected, the Borrowers shall Cash Collateralize the L/C Obligations shall, without prejudice to any right or remedy available to the extent that, after giving effect to the reallocation and required payments, if any, in clause (d) belowAdministrative Agent, the Outstanding Amount Lenders, or any Issuer under the Credit Agreement or under applicable law, (A) first, without duplication of all Loans and L/C Obligations exceed the Commitments of the Consenting Lenders and the Lenders replacing Non-Extending Lenders any repayment made pursuant to Section 10.15. The amount of any such Cash Collateral provided by the Borrowers shall reduce the Non-Extending Lenders’ Pro Rata Share 2.17(f) of the Outstanding Amount Credit Agreement, prepay Swingline Loans in an amount equal to the portion of L/C Obligations (after giving effect to any partial reallocation pursuant to this clause (c)) on a pro rata basis; and each Non-Extending Swingline Lender’s Fronting Exposure that was attributable to each Lender whose Commitment terminates on the Early Maturity Date, but was not so reallocated and (B) second, Cash Collateralize each Issuer’s Fronting Exposure in an amount equal to make Committed Loans, purchase participations in Swing Line Loans, the portion of such Issuer’s Fronting Exposure (plus all related fees and purchase risk participations in L/C Obligations expenses with respect to Letters of Credit issued after such Stated Maturity Date shall terminate.
(d) 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 Commitments. The Borrowers shall (i) on the Scheduled Maturity Date for each Non-Extending Lender, prior to or contemporaneously with giving effect to any extension, pay amounts due, in full, to any Non-Extending Lender that is not replaced as a Lender pursuant to Section 10.15, and (ii) prepay any Loans outstanding on the Extension Effective Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Loans ratable with the Pro Rata Shares of all the Lenders.
(e) Notwithstanding anything to the contrary contained herein, in the event that any Non-Extending Lender is an L/C Issuer, such L/C Issuer shall not be required to issue any Letter of Credit if the expiry date of such Letter of Credit would occur after the Scheduled Maturity Date applicable to such L/C Issuer and the commitment of such L/C Issuer to issue Letters of Credit shall automatically terminate effective as of the Scheduled Maturity Date applicable to it and such L/C Issuer will have no further obligation to issue Letters of Credit under this Agreement. To the extent that any L/C Issuer is a Non-Extending Lender and has issued Letters of Credit with an expiry date that extends beyond such L/C Issuer’s Scheduled Maturity Date, for so long as such Letters of Credit remain outstandingthen outstanding over their remaining terms) that was attributable to each Lender whose Revolving Credit Commitment terminates on the Early Maturity Date, such L/C Issuer shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all such Letters of Credit (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c))but was not so reallocated.
(f) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Extension of Scheduled Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, an anniversary of the Closing Date, the Parent Borrower may, upon notice to the Administrative Agent (who shall promptly notify the Lenders), request a one year extension of the Scheduled Maturity Date for each of the Lenders. The Parent Borrower may request such an extension no more than four times. Within 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Parent Borrower and the Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension (a “Non-Extending Lender”), the Parent Borrower may cause any such Non-Extending Lender to be removed or replaced as a Lender pursuant to Section 10.15.
(b) The Scheduled Maturity Date for each Consenting Lender (defined below) shall be extended only if Lenders holding more than 50% of the Commitments (calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto, with respect only to Consenting Lenders and any Lender replacing a Non-Extending Lender pursuant to Section 10.15. If so extended, the Scheduled Maturity Date, as to each Consenting Lender and each Lender replacing a Non-Extending Lender pursuant to Section 10.15, shall be extended to the same date in the following year (the “Extension Effective Date”) but the pre-existing Scheduled Maturity Date shall remain in effect with respect to any Non-Extending Lender that is not replaced. The Administrative Agent and the Parent Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Parent Borrower shall deliver to the Administrative Agent a certificate dated as of the date that would be the effective date of such extension (in sufficient copies for each Lender) signed by a Responsible Officer of the Parent Borrower (i) certifying and attaching the resolutions adopted by each Borrower approving or consenting to such extension, or if the Borrowers’ resolutions delivered pursuant to Section 4.01(a)(iii) provided for such extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect and, (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V are true and correct on and as of the date that would be the effective date of such extension, except to the extent that such representations and warranties specifically refer to a different date, in which case they shall be true and correct as of such date, (B) no Default or Event of Default exists, and (C) the Borrowers will provide any Cash Collateral and make any payments required by clauses (c) and (d) below on such Scheduled Maturity Date applicable to each Non-Extending Lender.
(c) On the Scheduled Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations shall be reallocated among the Consenting Lenders and each Lender replacing a Non-Extending Lender pursuant to Section 10.15 in accordance with their respective Pro Rata Shares (calculated without regard to the Non-Extending Lenders’ Commitments), but only to the extent that such reallocation does not cause, with respect to any Consenting Lender or any Lender replacing a Non-Extending Lender pursuant to Section 10.15, the aggregate Outstanding Amount of the Committed Loans of such Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, to exceed such Lender’s Commitment as in effect at such time; provided, however, that if such reallocation cannot, or can only partially, be effected, the Borrowers shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation and required payments, if any, in clause (d) below, the Outstanding Amount of all Loans and L/C Obligations exceed the Commitments of the Consenting Lenders and the Lenders replacing Non-Extending Lenders pursuant to Section 10.15. The amount of any such Cash Collateral provided by the Borrowers shall reduce the Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to this clause (c)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase risk participations in L/C Obligations with respect to Letters of Credit issued after such Stated Maturity Date shall terminate.
(d) 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 Commitments. The Borrowers shall (i) on the Scheduled Maturity Date for each Non-Extending Lender, prior to or contemporaneously with giving effect to any extension, pay amounts due, in full, to any Non-Extending Lender that is not replaced as a Lender pursuant to Section 10.15, and (ii) prepay any Loans outstanding on the Extension Effective Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Loans ratable with the Pro Rata Shares of all the Lenders.
(e) Notwithstanding anything to the contrary contained herein, in the event that any Non-Extending Lender is an L/C Issuer, such L/C Issuer shall not be required to issue any Letter of Credit if the expiry date of such Letter of Credit would occur after the Scheduled Maturity Date applicable to such L/C Issuer and the commitment of such L/C Issuer to issue Letters of Credit shall automatically terminate effective as of the Scheduled Maturity Date applicable to it and such L/C Issuer will have no further obligation to issue Letters of Credit under this Agreement. To the extent that any L/C Issuer is a Non-Extending Lender and has issued Letters of Credit with an expiry date that extends beyond such L/C Issuer’s Scheduled Maturity Date, for so long as such Letters of Credit remain outstanding, such L/C Issuer shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all such Letters of Credit (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).
(f) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.to
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Extension of Scheduled Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, an anniversary The Borrower may request extensions of the Closing Date, the Parent Borrower may, upon notice to the Administrative Agent (who shall promptly notify the Lenders), request a one year extension of the then Scheduled Maturity Date for by making such request in writing at least ninety (90) days prior to each anniversary of the Lenders. The Parent Borrower may request such an extension no more than four timesthis Agreement. Within 15 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s 's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Parent Borrower and the Lenders of the Lenders’ ' responses. If any Lender declines, or is deemed to have declined, to consent to such extension (such Lender being a “Non"NON-Extending CONSENTING Lender”"), the Parent Borrower may cause any such Non-Extending Consenting Lender to be removed or replaced as a Lender pursuant to Section 10.15SECTION 10.16.
(b) The Scheduled Maturity Date for each Consenting Lender (defined below) shall be extended only if Lenders holding more than 50at least 66-2/3% of the Aggregate Commitments (calculated prior to giving effect to any removals and/or replacements of Non-Consenting Lenders permitted herein) and all Lenders (after giving effect to any replacements of Non-Consenting Lenders permitted herein) (the “Consenting Lenders”"CONSENTING LENDERS") have consented thereto, with respect only to Consenting Lenders and any Lender replacing a Non-Extending Lender pursuant to Section 10.15. If so extended, the Scheduled Maturity Date, as to each the Consenting Lender and each Lender replacing a Non-Extending Lender pursuant to Section 10.15Lenders, shall be extended to the same date in the following year year, effective as of the Maturity Date then in effect (the “Extension Effective Date”) but the pre-such existing Scheduled Maturity Date being the "EXTENSION EFFECTIVE DATE"); PROVIDED, HOWEVER, the Scheduled Maturity Date shall remain in effect with respect not be so extended as to any Non-Extending Lender Consenting Lender. To the extent that the Maturity Date is not replacedextended to any Lender pursuant to this SECTION 2.14 and such Non-Consenting Lender is not replaced in accordance with SECTION 10.16 on or prior to the Extension Effective Date, the Commitment and Obligations of such Non-Consenting Lender shall automatically terminate and become due and payable, in whole on such unextended Scheduled Maturity Date, without further notice or other action to or by the Borrower, such Non-Consenting Lender or any other Person, and the failure of the Borrower to pay the same shall constitute an Event of Default under SECTION 8.1(a)(i) (which Event of Default may not be waived without the consent of each Lender, including the Non-Consenting Lender, as provided in SECTION 10.01(c)). The Administrative Agent and the Parent Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Parent Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date that would be the effective date of such extension Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Parent Borrower such Loan Party (i) certifying and attaching the resolutions adopted by each Borrower such Loan Party approving or consenting to such extension, or if the Borrowers’ resolutions delivered pursuant to Section 4.01(a)(iii) provided for such extension, certifying that such resolutions have not been amended, modified or rescinded extension and remain in full force and effect and, (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article ARTICLE V and the other Loan Documents are true and correct on and as of the date that would be the effective date of such extensionExtension Effective Date, except to the extent that such representations and warranties specifically refer to a different an earlier date, in which case they shall be are true and correct as of such earlier date, and except that for purposes of this SECTION 2.14, the representations and warranties contained in subsections (Ba) no Default or Event and (b) of Default existsSECTION 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of SECTION 6.01, and (C) the Borrowers will provide any Cash Collateral and make any payments required by clauses (c) and (d) below on such Scheduled Maturity Date applicable to each Non-Extending Lender.
(c) On the Scheduled Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations shall be reallocated among the Consenting Lenders and each Lender replacing a Non-Extending Lender pursuant to Section 10.15 in accordance with their respective Pro Rata Shares (calculated without regard to the Non-Extending Lenders’ CommitmentsB), but only to the extent that such reallocation does not cause, with respect to any Consenting Lender or any Lender replacing a Non-Extending Lender pursuant to Section 10.15, the aggregate Outstanding Amount of the Committed Loans of such Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, to exceed such Lender’s Commitment as in effect at such time; provided, however, that if such reallocation cannot, or can only partially, be effected, the Borrowers shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation and required payments, if any, in clause (d) below, the Outstanding Amount of all Loans and L/C Obligations exceed the Commitments of the Consenting Lenders and the Lenders replacing Non-Extending Lenders pursuant to Section 10.15. The amount of any such Cash Collateral provided by the Borrowers shall reduce the Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to this clause (c)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase risk participations in L/C Obligations with respect to Letters of Credit issued after such Stated Maturity Date shall terminate.
(d) 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 Commitments. The Borrowers shall (i) on the Scheduled Maturity Date for each Non-Extending Lender, prior to or contemporaneously with giving effect to any extension, pay amounts due, in full, to any Non-Extending Lender that is not replaced as a Lender pursuant to Section 10.15, and (ii) prepay any Loans outstanding on the Extension Effective Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Loans ratable with the Pro Rata Shares of all the Lenders.
(e) Notwithstanding anything to the contrary contained herein, in the event that any Non-Extending Lender is an L/C Issuer, such L/C Issuer shall not be required to issue any Letter of Credit if the expiry date of such Letter of Credit would occur after the Scheduled Maturity Date applicable to such L/C Issuer and the commitment of such L/C Issuer to issue Letters of Credit shall automatically terminate effective as of the Scheduled Maturity Date applicable to it and such L/C Issuer will have no further obligation to issue Letters of Credit under this Agreement. To the extent that any L/C Issuer is a Non-Extending Lender and has issued Letters of Credit with an expiry date that extends beyond such L/C Issuer’s Scheduled Maturity Date, for so long as such Letters of Credit remain outstanding, such L/C Issuer shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all such Letters of Credit (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).
(f) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
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Samples: Credit Agreement (Meritage Corp)
Extension of Scheduled Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, an anniversary of the Closing Date, the Parent Borrower may, upon notice to the Administrative Agent (who shall promptly notify the Lenders), request a one year extension of the Scheduled Maturity Date for each of the Lenders. The Parent Borrower may request such an extension no more than four two times. Within 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Parent Borrower and the Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension (a “Non-Extending Lender”), the Parent Borrower may cause any such Non-Extending Lender to be removed or replaced as a Lender pursuant to Section 10.15.
(b) The Scheduled Maturity Date for each Consenting Lender (defined below) shall be extended only if Lenders holding more than 50% of the Commitments (calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto, with respect only to Consenting Lenders and any Lender replacing a Non-Extending Lender pursuant to Section 10.15. If so extended, the Scheduled Maturity Date, as to each Consenting Lender and each Lender replacing a Non-Extending Lender pursuant to Section 10.15, shall be extended to the same date in the following year (the “Extension Effective Date”) but the pre-existing Scheduled Maturity Date shall remain in effect with respect to any Non-Extending Lender that is not replaced. The Administrative Agent and the Parent Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Parent Borrower shall (1) deliver to the Administrative Agent a certificate dated as of the date that would be the effective date of such extension Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Parent Borrower (i) certifying and attaching the resolutions adopted by each the Borrower approving or consenting to such extension, or if the Borrowers’ Borrower’s resolutions delivered pursuant to Section 4.01(a)(iii) provided for such extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect and, (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V are true and correct on and as of the date that would be the effective date of such extensionExtension Effective Date, except to the extent that such representations and warranties specifically refer to a different date, in which case they shall be true and correct as of such date, and (B) no Default or Event of Default exists, and (C2) the Borrowers will provide any Cash Collateral and make any payments required by clauses (c) and (d) below on such Scheduled Maturity Date applicable to each Non-Extending Lenderbelow.
(c) On the Scheduled Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations shall be reallocated among the Consenting Lenders and each Lender replacing a Non-Extending Lender pursuant to Section 10.15 in accordance with their respective Pro Rata Shares (calculated without regard to the Non-Extending Lenders’ Commitments), but only to the extent that such reallocation does not cause, with respect to any Consenting Lender or any Lender replacing a Non-Extending Lender pursuant to Section 10.15, the aggregate Outstanding Amount of the Committed Loans of such Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, to exceed such Lender’s Commitment as in effect at such time; provided, however, that if such reallocation cannot, or can only partially, be effected, the Borrowers Borrower shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation and required payments, if any, in clause (d) below, the Outstanding Amount of all Loans and L/C Obligations exceed the Commitments of the Consenting Lenders and the Lenders replacing Non-Extending Lenders pursuant to Section 10.15. The amount of any such Cash Collateral provided by the Borrowers Borrower shall reduce the Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to this clause (c)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase risk participations in L/C Obligations with respect to Letters of Credit issued after such Stated Maturity Date shall terminate.
(d) 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 Commitments. The Borrowers Borrower shall (i) on the Scheduled Maturity Date for each Non-Extending Lender, prior to or contemporaneously contemporaneous with giving effect to any extension, pay amounts due, in full, to any Non-Extending Lender that is not replaced as a Lender pursuant to Section 10.15, and (ii) prepay any Loans outstanding on the Extension Effective Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Loans ratable with the Pro Rata Shares of all the Lenders.
(e) Notwithstanding anything to the contrary contained herein, in the event that any Non-Extending Lender is an L/C Issuer, such L/C Issuer shall not be required to issue any Letter of Credit if the expiry date of such Letter of Credit would occur after the Scheduled Maturity Date applicable to such L/C Issuer and the commitment of such L/C Issuer to issue Letters of Credit shall automatically terminate effective as of the Scheduled Maturity Date applicable to it and such L/C Issuer will have no further obligation to issue Letters of Credit under this Agreement. To the extent that any L/C Issuer is a Non-Extending Lender and has issued Letters of Credit with an expiry date that extends beyond such L/C Issuer’s Scheduled Maturity Date, for so long as such Letters of Credit remain outstanding, such L/C Issuer shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all such Letters of Credit (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).
(f) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
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