Extension of Stated Termination Date. (a) Not less than 45 days and not more than 60 days prior to the Stated Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Company may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit M, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, notify the Company and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that does not consent in writing, or which revokes, in accordance with the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such Stated Termination Date, if any, referred to as the "Commitment Expiration Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company of any extension of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting Lender.
Appears in 4 contracts
Samples: Revolving Credit and Competitive Advance Facility Agreement (El Paso Energy Corp/De), Revolving Credit and Competitive Advance Facility Agreement (El Paso Natural Gas Co), Revolving Credit and Competitive Advance Facility Agreement (Tennessee Gas Pipeline Co)
Extension of Stated Termination Date. (a) Not less than 45 days and not more than 60 days prior to The Borrower may, by sending written request in substantially the Stated Termination Date then in effect, provided that no Event form of Default shall have occurred and be continuing, the Company may 42 38 request Exhibit J (an extension of such Stated Termination Date by submitting “Extension Letter”) to the Administrative Agent an Extension Request containing the information (in respect of such extension specified in Exhibit M, which case the Administrative Agent shall promptly furnish deliver a copy to each Lender. Each Lender shallof the Lenders), not less no earlier than 30 seventy-five (75) days and not more no later than 60 twenty (20) days prior to any annual anniversary of the Stated Termination Closing Date then in effect(each an “Anniversary Date”), notify request that the Company and the Administrative Agent of its election to extend or not Lenders extend the Stated Termination Date to the day that is one year after the then existing Stated Termination Date (each such request being referred to herein as an “Extension”); provided, that such Extension shall only take effect if Lenders holding at least 51% of the aggregate Commitments as of the applicable Election Date advise the Administrative Agent as required herein of their agreement to participate in such Extension (the “Extension Condition”). The Stated Termination Date may be extended pursuant to this Section 2.18 on up to two occasions; provided that, in no event shall the Stated Termination Date extend beyond August 22, 2013.
(b) Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent given no later than fifteen (15) days after the receipt of any applicable Extension Letter by the Administrative Agent (each an “Election Date”), advise the Administrative Agent in writing whether or not such Lender agrees to such Extension. The election of any Lender to agree to any Extension shall not obligate any other Lender to so agree. The failure of any Lender to respond to a request for an Extension prior to the applicable Election Date shall be deemed to be a decision by such Lender not to extend the Stated Termination Date.
(c) If the Extension Condition shall not have been satisfied as of the applicable Election Date, then the Commitments shall terminate on the then existing Stated Termination Date (the Stated Termination Date in effect immediately after the receipt by the Administrative Agent of an Extension Letter but prior to the Extension so requested in such Extension RequestLetter taking effect shall be referred to herein as the "Current Stated Termination Date") and all Loans then outstanding (together with accrued interest thereon and any other amounts owing under the Loan Documents) shall be due and payable on the Current Stated Termination Date, subject to any additional requested Extension permitted pursuant to this Section 2.18.
(d) If the Extension Condition shall have been satisfied as of any applicable Election Date, then the Borrower shall notify the Administrative Agent within two (2) Business Days of such Election Date as to whether (i) the Extension will take effect as of such Election Date or (ii) despite satisfaction of the Extension Condition, such Extension will not take effect, in which case the Commitments shall terminate on the Current Stated Termination Date and all Loans then outstanding (together with accrued interest thereon and any other amounts owing under the Loan Documents) shall be due and payable on the Current Stated Termination Date. Notwithstanding any provision If the Borrower fails to notify the Administrative Agent within two (2) Business Days as required by the immediately preceding sentence, then the Borrower shall be deemed to have elected for such Extension to take effect as of the applicable Election Date. If an Extension takes effect pursuant to either of the first two sentences of this Agreement Section 2.18(d), such Extension shall be deemed to have taken effect solely as to those Lenders (each, a “Consenting Lender”) that shall have agreed to the contraryrequested Extension on or prior to the applicable Election Date and, any notice by any Lender of its willingness as to extend such Consenting Lenders, the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which that is 30 days prior to one year after the Current Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Date, subject to any additional Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension agreed upon pursuant to this Section 2.23 2.18. If an Extension becomes effective as to some and not all of the Lenders (each Lender who shall be for not have agreed to the Extension as of the Election Date, a maximum of 364 days and “Non-Consenting Lender”), then:
(i) subject to clause (ii) of this Section 2.18(d), the Commitment of any each Non-Consenting Lender that does not consent in writing, or which revokes, in accordance with the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire shall terminate on the Stated Termination Date in effect prior to such Extension taking effect, and all Loans and other amounts payable hereunder to such Non-Consenting Lender shall become due and payable on the date of Stated Termination Date in effect prior to such Extension Request (taking effect and, on the Stated Termination Date in effect prior to such Extension taking effect, the aggregate Commitments of the Lenders hereunder shall be reduced by the aggregate Commitments of the Non-Consenting Lenders so terminated on such Stated Termination Date;
(ii) the Borrower may, if anyat its own expense, referred to as the "Commitment Expiration Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days on or prior to the Stated Termination Date then in effect prior to such Extension taking effect, require any Non-Consenting Lender to transfer and assign without recourse or representation (except as to title and the Required Lenders absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 10.09) all of such Non-Consenting Lender’s interests, rights and obligations under the Loan Documents (including with respect to any L/C Obligations) to one or more banks or other financial institutions (which may include any Lender) (each, an “Additional Commitment Lender”), provided, that (A) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (not approve to be unreasonably withheld or delayed), (B) such assignment shall become effective no later than the Stated Termination Date in writing effect prior to such Extension taking effect and (C) the Additional Commitment Lender shall pay to such Non-Consenting Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Consenting Lender hereunder and all other amounts accrued for such Non-Consenting Lender's account or owed to it hereunder; and
(iii) in all cases, each Non-Consenting Lender shall be required to maintain its original Commitment up to the Stated Termination Date in effect prior to such Extension taking effect.
(e) Notwithstanding the foregoing, no extension of the Stated Termination Date requested in an Extension Requestshall become effective unless, on the Anniversary Date, the Stated Termination Date conditions set forth in Section 4.02 shall not be extended pursuant to such Extension Request. The satisfied and the Administrative Agent shall promptly notify (y) have received a certificate to that effect dated the Lenders Anniversary Date and executed by the Company of any extension chief executive officer or chief financial officer of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting LenderBorrower.
Appears in 2 contracts
Samples: Credit Agreement (South Jersey Industries Inc), Credit Agreement (South Jersey Industries Inc)
Extension of Stated Termination Date. (a) Not less earlier than 65 days prior to and not later than 45 days and not more than 60 days prior to the Stated Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Company Borrower may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit MG, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than by the later of (i) the date 30 days after its receipt from the Administrative Agent of the applicable Extension Request and not more than 60 (ii) the date 30 days prior to the Stated Termination Date then in effectDate, notify the Company Borrower and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, and unless the Borrower shall elect to give notice for a Term A Advance pursuant to Section 2.01(b), the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; an additional 364 days provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that does not consent in writing, or which revokes, in accordance with writing within the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent period specified above (an "Objecting LenderOBJECTING LENDER") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such Stated Termination Date, if any, referred to as the "Commitment Expiration DateCOMMITMENT EXPIRATION DATE" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days prior to within the Stated Termination Date then in effectperiod specified above, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company Borrower of any extension of the Stated Termination Date pursuant to this Section 2.23 2.21 and (z) the Company and the Lenders Borrower of any Lender which that becomes an Objecting Lender.
(b) A Advances owing to any Objecting Lender on the Commitment Expiration Date, together with accrued interest thereon, any amounts payable pursuant to Sections 2.06, 2.07, 2.11, 2.12, 2.15 and 8.04(b) and any accrued and unpaid facility fee or utilization fee or other amounts payable with respect to such Lender shall be 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 Lenders in accordance with Section 2.10, to prepay in full the A Advances of the Objecting Lenders, together with accrued interest thereon, any amounts payable pursuant to Sections 2.06, 2.07, 2.11, 2.12, 2.15 and 8.04(b) and any accrued and unpaid facility fee or utilization fee or other amounts payable to the Objecting Lenders hereunder and, 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.
(d) Notwithstanding the foregoing, if any Lender becomes an Objecting Lender, the Borrower may, at its own expense and in the sole discretion and prior to the then Stated Termination Date, require such Lender (and each related Designated Bidder (as defined herein or in the Long-Term Revolving Credit Agreement or the Canadian Credit Agreement, as the case may be)) to transfer or assign, in whole or in part, without recourse (in accordance with Section 8.07), all or part of its interests, rights and obligations under this Agreement and, if the Borrower shall so determine in its sole discretion, the Long-Term Revolving Credit Agreement and/or the Canadian Credit Agreement, as the Borrower may determine in its sole discretion and specify by notice to such Lender, to an Eligible Assignee (provided that the Borrower, with the full cooperation of such Lender, can identify an Eligible Assignee that is ready, willing and able to be an assignee with respect thereto) which shall assume such assigned obligations (which assignee may be another Lender, if such assignee Lender accepts such assignment); provided that (A) the assignee or the Borrower, as the case may be, shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Advances made by it hereunder and all other amounts owed to it hereunder, including any amounts owing pursuant to Section 8.04(b), and, if the Borrower shall have so determined as specified above, the "Advances" made by it under, and as defined in, the Long-Term Revolving Credit Agreement and/or the Canadian Credit Agreement, as the case may be, and all other amounts owed to it thereunder, including any amounts owing pursuant to the provision of the Long-Term Revolving Credit Agreement and/or the Canadian Credit Agreement, as the case may be, comparable to Section 8.04 hereof) and any amounts that would be owing under such Section (or comparable provision) if such Advances and "Advances" (as so defined) were prepaid on the date of such assignment, and (B) such assignment does not conflict with any law, rule or regulation or order of any governmental authority. Any assignee that becomes a Lender as a result of such an assignment made pursuant to this paragraph (d) shall be deemed to have consented to the applicable Extension Request and, therefore, shall not be an Objecting Lender.
Appears in 2 contracts
Samples: Short Term Revolving Credit Agreement (Burlington Resources Inc), Short Term Revolving Credit Agreement (Burlington Resources Inc)
Extension of Stated Termination Date. (a) Not less than 45 days and not more than 60 days prior to The Borrower may, by sending written request in substantially the Stated Termination Date then in effect, provided that no Event form of Default shall have occurred and be continuing, the Company may 42 38 request Exhibit J (an extension of such Stated Termination Date by submitting “Extension Letter”) to the Administrative Agent an Extension Request containing the information (in respect of such extension specified in Exhibit M, which case the Administrative Agent shall promptly furnish deliver a copy to each Lender. Each Lender shallof the Lenders), not less no earlier than 30 seventy-five (75) days and not more no later than 60 twenty (20) days prior to any annual anniversary of the Stated Termination Closing Date then in effect(each an “Anniversary Date”), notify request that the Company and the Administrative Agent of its election to extend or not Lenders extend the Stated Termination Date to the day that is one year after the then existing Stated Termination Date (each such request being referred to herein as an “Extension”); provided, that such Extension shall only take effect if Lenders holding at least 51% of the aggregate Commitments as of the applicable Election Date advise the Administrative Agent as required herein of their agreement to participate in such Extension (the “Extension Condition”). The Stated Termination Date may be extended pursuant to this Section 2.18 on up to two occasions; provided that, in no event shall the Stated Termination Date extend beyond August 3, 2013.
(b) Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent given no later than fifteen (15) days after the receipt of any applicable Extension Letter by the Administrative Agent (each an “Election Date”), advise the Administrative Agent in writing whether or not such Lender agrees to such Extension. The election of any Lender to agree to any Extension shall not obligate any other Lender to so agree. The failure of any Lender to respond to a request for an Extension prior to the applicable Election Date shall be deemed to be a decision by such Lender not to extend the Stated Termination Date.
(c) If the Extension Condition shall not have been satisfied as of the applicable Election Date, then the Commitments shall terminate on the then existing Stated Termination Date (the Stated Termination Date in effect immediately after the receipt by the Administrative Agent of an Extension Letter but prior to the Extension so requested in such Extension RequestLetter taking effect shall be referred to herein as the "Current Stated Termination Date") and all Loans then outstanding (together with accrued interest thereon and any other amounts owing under the Loan Documents) shall be due and payable on the Current Stated Termination Date, subject to any additional requested Extension permitted pursuant to this Section 2.18.
(d) If the Extension Condition shall have been satisfied as of any applicable Election Date, then the Borrower shall notify the Administrative Agent within two (2) Business Days of such Election Date as to whether (i) the Extension will take effect as of such Election Date or (ii) despite satisfaction of the Extension Condition, such Extension will not take effect, in which case the Commitments shall terminate on the Current Stated Termination Date and all Loans then outstanding (together with accrued interest thereon and any other amounts owing under the Loan Documents) shall be due and payable on the Current Stated Termination Date. Notwithstanding any provision If the Borrower fails to notify the Administrative Agent within two (2) Business Days as required by the immediately preceding sentence, then the Borrower shall be deemed to have elected for such Extension to take effect as of the applicable Election Date. If an Extension takes effect pursuant to either of the first two sentences of this Agreement Section 2.18(d), such Extension shall be deemed to have taken effect solely as to those Lenders (each, a “Consenting Lender”) that shall have agreed to the contraryrequested Extension on or prior to the applicable Election Date and, any notice by any Lender of its willingness as to extend such Consenting Lenders, the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which that is 30 days prior to one year after the Current Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Date, subject to any additional Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension agreed upon pursuant to this Section 2.23 2.18. If an Extension becomes effective as to some and not all of the Lenders (each Lender who shall be for not have agreed to the Extension as of the Election Date, a maximum of 364 days and “Non-Consenting Lender”), then:
(i) subject to clause (ii) of this Section 2.18(d), the Commitment of any each Non-Consenting Lender that does not consent in writing, or which revokes, in accordance with the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire shall terminate on the Stated Termination Date in effect prior to such Extension taking effect, and all Loans and other amounts payable hereunder to such Non-Consenting Lender shall become due and payable on the date of Stated Termination Date in effect prior to such Extension Request (taking effect and, on the Stated Termination Date in effect prior to such Extension taking effect, the aggregate Commitments of the Lenders hereunder shall be reduced by the aggregate Commitments of the Non-Consenting Lenders so terminated on such Stated Termination Date;
(ii) the Borrower may, if anyat its own expense, referred to as the "Commitment Expiration Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days on or prior to the Stated Termination Date then in effect prior to such Extension taking effect, require any Non-Consenting Lender to transfer and assign without recourse or representation (except as to title and the Required Lenders absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 9.09) all of such Non-Consenting Lender’s interests, rights and obligations under the Loan Documents (including with respect to any L/C Obligations) to one or more banks or other financial institutions (which may include any Lender) (each, an “Additional Commitment Lender”), provided, that (A) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (not approve to be unreasonably withheld or delayed), (B) such assignment shall become effective no later than the Stated Termination Date in writing effect prior to such Extension taking effect and (C) the Additional Commitment Lender shall pay to such Non-Consenting Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Consenting Lender hereunder and all other amounts accrued for such Non-Consenting Lender's account or owed to it hereunder; and
(iii) in all cases, each Non-Consenting Lender shall be required to maintain its original Commitment up to the Stated Termination Date in effect prior to such Extension taking effect.
(e) Notwithstanding the foregoing, no extension of the Stated Termination Date requested in an Extension Requestshall become effective unless, on the Anniversary Date, the Stated Termination Date conditions set forth in Section 4.02 shall not be extended pursuant to such Extension Request. The satisfied and the Administrative Agent shall promptly notify (y) have received a certificate to that effect dated the Lenders Anniversary Date and executed by the Company of any extension chief executive officer or chief financial officer of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting LenderBorrower.
Appears in 2 contracts
Samples: Revolving Credit Agreement (South Jersey Gas Co/New), Revolving Credit Agreement (South Jersey Industries Inc)
Extension of Stated Termination Date. (a) Not less than 45 days and not more than 60 days prior to The Borrower may, by sending written request in substantially the Stated Termination Date then in effect, provided that no Event form of Default shall have occurred and be continuing, the Company may 42 38 request Exhibit I (an extension of such Stated Termination Date by submitting “Extension Letter”) to the Administrative Agent an Extension Request containing the information (in respect of such extension specified in Exhibit M, which case the Administrative Agent shall promptly furnish deliver a copy to each Lender. Each Lender shallof the Lenders), not less no earlier than 30 seventy-five (75) days and not more no later than 60 twenty (20) days prior to any annual anniversary of the Stated Termination Closing Date then in effect(each an “Anniversary Date”), notify request that the Company and the Administrative Agent of its election to extend or not Lenders extend the Stated Termination Date to the day that is one year after the then existing Stated Termination Date (each such request being referred to herein as an “Extension”); provided, that such Extension shall only take effect if Lenders holding at least 51% of the aggregate Commitments as of the applicable Election Date advise the Administrative Agent as required herein of their agreement to participate in such Extension (the “Extension Condition”). The Stated Termination Date may be extended pursuant to this Section 2.18 on up to two occasions; provided that, in no event shall the Stated Termination Date extend beyond April 29, 2017.
(b) Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent given no later than fifteen (15) days after the receipt of any applicable Extension Letter by the Administrative Agent (each an “Election Date”), advise the Administrative Agent in writing whether or not such Lender agrees to such Extension. The election of any Lender to agree to any Extension shall not obligate any other Lender to so agree. The failure of any Lender to respond to a request for an Extension prior to the applicable Election Date shall be deemed to be a decision by such Lender not to extend the Stated Termination Date.
(c) If the Extension Condition shall not have been satisfied as of the applicable Election Date, then the Commitments shall terminate on the then existing Stated Termination Date (the Stated Termination Date in effect immediately after the receipt by the Administrative Agent of an Extension Letter but prior to the Extension so requested in such Extension RequestLetter taking effect shall be referred to herein as the “Current Stated Termination Date”) and all Loans then outstanding (together with accrued interest thereon and any other amounts owing under the Loan Documents) shall be due and payable on the Current Stated Termination Date, subject to any additional requested Extension permitted pursuant to this Section 2.18.
(d) If the Extension Condition shall have been satisfied as of any applicable Election Date, then the Borrower shall notify the Administrative Agent within two (2) Business Days of such Election Date as to whether (i) the Extension will take effect as of such Election Date or (ii) despite satisfaction of the Extension Condition, such Extension will not take effect, in which case the Commitments shall terminate on the Current Stated Termination Date and all Loans then outstanding (together with accrued interest thereon and any other amounts owing under the Loan Documents) shall be due and payable on the Current Stated Termination Date. Notwithstanding any provision If the Borrower fails to notify the Administrative Agent within two (2) Business Days as required by the immediately preceding sentence, then the Borrower shall be deemed to have elected for such Extension to take effect as of the applicable Election Date. If an Extension takes effect pursuant to either of the first two sentences of this Agreement Section 2.18(d), such Extension shall be deemed to have taken effect solely as to those Lenders (each, a “Consenting Lender”) that shall have agreed to the contraryrequested Extension on or prior to the applicable Election Date and, any notice by any Lender of its willingness as to extend such Consenting Lenders, the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which that is 30 days prior to one year after the Current Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Date, subject to any additional Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension agreed upon pursuant to this Section 2.23 2.18. If an Extension becomes effective as to some and not all of the Lenders (each Lender who shall be for not have agreed to the Extension as of the Election Date, a maximum of 364 days and “Non-Consenting Lender”), then:
(i) subject to clause (ii) of this Section 2.18(d), the Commitment of any each Non-Consenting Lender that does not consent in writing, or which revokes, in accordance with the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire shall terminate on the Stated Termination Date in effect prior to such Extension taking effect, and all Loans and other amounts payable hereunder to such Non-Consenting Lender shall become due and payable on the date of Stated Termination Date in effect prior to such Extension Request (taking effect and, on the Stated Termination Date in effect prior to such Extension taking effect, the aggregate Commitments of the Lenders hereunder shall be reduced by the aggregate Commitments of the Non-Consenting Lenders so terminated on such Stated Termination Date;
(ii) the Borrower may, if anyat its own expense, referred to as the "Commitment Expiration Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days on or prior to the Stated Termination Date then in effect prior to such Extension taking effect, require any Non-Consenting Lender to transfer and assign without recourse or representation (except as to title and the Required Lenders absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 10.09) all of such Non-Consenting Lender’s interests, rights and obligations under the Loan Documents (including with respect to any L/C Obligations) to one or more banks or other financial institutions (which may include any Lender) (each, an “Additional Commitment Lender”), provided, that (A) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (not approve to be unreasonably withheld or delayed), (B) such assignment shall become effective no later than the Stated Termination Date in writing effect prior to such Extension taking effect and (C) the Additional Commitment Lender shall pay to such Non-Consenting Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Consenting Lender hereunder and all other amounts accrued for such Non-Consenting Lender's account or owed to it hereunder; and
(iii) in all cases, each Non-Consenting Lender shall be required to maintain its original Commitment up to the Stated Termination Date in effect prior to such Extension taking effect.
(e) Notwithstanding the foregoing, no extension of the Stated Termination Date requested in an Extension Requestshall become effective unless, on the applicable Anniversary Date, the Stated Termination Date conditions set forth in Section 4.02 shall not be extended pursuant to such Extension Request. The satisfied and the Administrative Agent shall promptly notify (y) have received a certificate to that effect dated the Lenders applicable Anniversary Date and executed by the Company of any extension chief executive officer or chief financial officer of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting LenderBorrower.
Appears in 1 contract
Samples: Revolving Credit Agreement (South Jersey Industries Inc)
Extension of Stated Termination Date. (a) Not less earlier than 65 days prior to and not later than 45 days and not more than 60 days prior to the Stated Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Company Borrower may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit MG, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than by the later of (i) the date 30 days after its receipt from the Administrative Agent of the applicable Extension Request and not more than 60 (ii) the date 30 days prior to the Stated Termination Date then in effectDate, notify the Company Borrower and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, and unless the Borrower shall elect to give notice for a Term A Advance pursuant to Section 2.01(b), the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; an additional 364 days provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that does not consent in writing, or which revokes, in accordance with writing within the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent period specified above (an 57 "Objecting LenderOBJECTING LENDER") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such Stated Termination Date, if any, referred to as the "Commitment Expiration DateCOMMITMENT EXPIRATION DATE" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days prior to within the Stated Termination Date then in effectperiod specified above, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company Borrower of any extension of the Stated Termination Date pursuant to this Section 2.23 2.21 and (z) the Company and the Lenders Borrower of any Lender which that becomes an Objecting Lender.
(b) A Advances owing to any Objecting Lender on the Commitment Expiration Date, together with accrued interest thereon, any amounts payable pursuant to Sections 2.06, 2.07, 2.11, 2.12, 2.15 and 8.04(b) and any accrued and unpaid facility fee or utilization fee or other amounts payable with respect to such Lender shall be 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 Lenders in accordance with Section 2.10, to prepay in full the A Advances of the Objecting Lenders, together with accrued interest thereon, any amounts payable pursuant to Sections 2.06, 2.07, 2.11, 2.12, 2.15 and 8.04(b) and any accrued and unpaid facility fee or utilization fee or other amounts payable to the Objecting Lenders hereunder and, 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.
(d) Notwithstanding the foregoing, if any Lender becomes an Objecting Lender, the Borrower may, at its own expense and in the sole discretion and prior to the then Stated Termination Date, require such Lender (and each related Designated Bidder (as defined herein or in the Long-Term Revolving Credit Agreement)) to transfer or assign, in whole or in part, without recourse (in accordance with Section 8.07), all or part of its interests, rights and obligations under this Agreement and the Long-Term Revolving Credit Agreement to an Eligible Assignee (provided that the Borrower, with the full cooperation of such Lender, can identify an Eligible Assignee that is ready, willing and able to be an assignee with respect thereto) which shall assume such assigned obligations (which assignee may be another Lender, if such assignee Lender accepts such assignment); provided that (A) the assignee or the Borrower, as the case may be, shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Advances made by it hereunder and the "Advances" made by it under, and as defined in, the Long-Term Revolving Credit Agreement and all other amounts owed to it hereunder and thereunder, including any amounts owing pursuant to Section 8.04(b) (or the comparable provision of the Long-Term Revolving Credit Agreement) and any amounts that would be owing under such Section (or comparable provision) if such Advances and "Advances" (as so defined) were prepaid on the date of such assignment, and (B) such assignment does not conflict with any law, rule or regulation or order of any governmental authority. Any assignee that becomes a Lender as a result of such an assignment made pursuant to this paragraph (d) shall be deemed to have consented to the applicable Extension Request and, therefore, shall not be an Objecting Lender.
Appears in 1 contract
Samples: Short Term Revolving Credit Agreement (Burlington Resources Inc)
Extension of Stated Termination Date. (a) Not less earlier than 65 days prior to and not later than 45 days and not more than 60 days prior to the Stated Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Company Borrower may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit ME, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than by the later of (i) the date 30 days after its receipt from the Administrative Agent of the applicable Extension Request and not more than 60 (ii) the date 30 days prior to the Stated Termination Date then in effectDate, notify the Company Borrower and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for to the period specified requested new "Stated Termination Date" as set forth in such the Extension Request; Request provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that does not consent in writing, or which revokes, in accordance with writing within the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent period specified above (an "Objecting LenderOBJECTING LENDER") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such Stated Termination Date, if any, referred to as the "Commitment Expiration DateCOMMITMENT EXPIRATION DATE" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days prior to within the Stated Termination Date then in effectperiod specified above, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company Borrower of any extension of the Stated Termination Date pursuant to this Section 2.23 2.21 and (z) the Company and the Lenders Borrower of any Lender which that becomes an Objecting Lender.
(b) A Advances owing to any Objecting Lender on the Commitment Expiration Date, together with accrued interest thereon, any amounts payable pursuant to Sections 2.06, 2.07, 2.11, 2.12, 2.15 and 8.04(b) and any accrued and unpaid facility fee or utilization fee or other amounts payable with respect to such Lender shall be 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 Lenders in accordance with Section 2.10, to prepay in full the A Advances of the Objecting Lenders, together with accrued interest thereon, any amounts payable pursuant to Sections 2.06, 2.07, 2.11, 2.12, 2.15 and 8.04(b) and any accrued and unpaid facility fee or utilization fee or other amounts payable to the Objecting Lenders hereunder and, 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.
(d) Notwithstanding the foregoing, if any Lender becomes an Objecting Lender, the Borrower may, at its own expense and in the sole discretion and prior to the then Stated Termination Date, require such Lender (and each related Designated Bidder (as defined herein)) to transfer or assign, in whole or in part, without recourse (in accordance with Section 8.07), all or part of its interests, rights and obligations under this Agreement, as the Borrower may determine in its sole discretion and specify by notice to such Lender, to an Eligible Assignee (provided that the Borrower, with the full cooperation of such Lender, can identify an Eligible Assignee that is ready, willing and able to be an assignee with respect thereto) which shall assume such assigned obligations (which assignee may be another Lender, if such assignee Lender accepts such assignment); provided that (A) the assignee or the Borrower, as the case may be, shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Advances made by it hereunder and all other amounts owed to it hereunder, including any amounts owing pursuant to Section 8.04(b) and any amounts that would be owing under such Section if such Advances were prepaid on the date of such assignment, and (B) such assignment does not conflict with any law, rule or regulation or order of any governmental authority. Any assignee that becomes a Lender as a result of such an assignment made pursuant to this paragraph (d) shall be deemed to have consented to the applicable Extension Request and, therefore, shall not be an Objecting Lender.
Appears in 1 contract
Samples: Bridge Revolving Credit Agreement (Burlington Resources Inc)
Extension of Stated Termination Date. (a) Not less than 45 days and not more than 60 days prior to the Stated Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Company may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit M, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, notify the Company and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that does not consent in writing, or which revokes, in accordance with the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such Stated Termination Date, if any, being referred to as the "Commitment Expiration Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company of any extension of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting Lender.
(b) Revolving Credit Advances owing to any Objecting Lender on the Commitment Expiration Date with respect to such Lender shall be repaid in full on or before the date that is one year after such Commitment Expiration Date.
(c) The Borrowers 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 Lenders in accordance with Section 2.15, to prepay in full the Revolving Credit Advances of the Objecting Lenders, together with accrued interest thereon, any amounts payable pursuant to Sections 2.11, 2.12, 2.16, 2.17, 2.18, 2.20 and 9.4(b) and any accrued and unpaid facility fee or other amounts payable to the Objecting Lenders 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.
(d) Notwithstanding the foregoing, if any Lender becomes an Objecting Lender, the Borrower may, at its own expense and in its sole discretion and prior to the then Stated Termination Date, require such Lender to transfer or assign, in whole or in part, without recourse (in accordance with Section 9.7), all or part of its interests, rights and obligations under this Agreement to an Eligible Assignee (provided that the Borrower, with the full cooperation of such Lender, can identify an Eligible Assignee that is ready, willing and able to be an assignee with respect thereto) which shall assume such assigned obligations (which assignee may be another Lender, if such assignee Lender accepts such assignment); provided that (A) the assignee or the Borrower, as the case may be, shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Advances made by it hereunder and all other amounts owed to it hereunder, including any amounts owing pursuant to Section 9.4(b) and any amounts that would be owing under said Section if such Advances were prepaid on the date of such assignment, and (B) such assignment does not conflict with any law, rule or regulation or order of any governmental authority. Any assignee which becomes a Lender as a result of such an assignment made pursuant to this paragraph (d) shall be deemed to have consented to the applicable Extension Request and, therefore, shall not be an Objecting Lender.
Appears in 1 contract
Samples: 364 Day Revolving Credit and Competitive Advance Facility Agreement (El Paso Tennessee Pipeline Co)
Extension of Stated Termination Date. (a) Not less than 45 days and not more than 60 days prior to the Stated Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Company may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit M, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, notify the Company and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that does not consent in writing, or which revokes, in accordance with the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such Stated Termination Date, if any, being referred to as the "Commitment Expiration Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company of any extension of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting Lender.
(b) Revolving Credit Advances owing to any Objecting Lender on the Commitment Expiration Date with respect to such Lender shall be repaid in full on or before the date that is two years after such Commitment Expiration Date.
(c) The Borrowers 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 Lenders in accordance with Section 2.15, to prepay in full the Revolving Credit Advances of the Objecting Lenders, together with accrued interest thereon, any amounts payable pursuant to Sections 2.11, 2.12, 2.16, 2.17, 2.18, 2.20 and 9.4(b) and any accrued and unpaid facility fee or other amounts payable to the Objecting Lenders 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. 39
(d) Notwithstanding the foregoing, if any Lender becomes an Objecting Lender, the Borrower may, at its own expense and in its sole discretion and prior to the then Stated Termination Date, require such Lender to transfer or assign, in whole or in part, without recourse (in accordance with Section 9.7), all or part of its interests, rights and obligations under this Agreement to an Eligible Assignee (provided that the Borrower, with the full cooperation of such Lender, can identify an Eligible Assignee that is ready, willing and able to be an assignee with respect thereto) which shall assume such assigned obligations (which assignee may be another Lender, if such assignee Lender accepts such assignment); provided that (A) the assignee or the Borrower, as the case may be, shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Advances made by it hereunder and all other amounts owed to it hereunder, including any amounts owing pursuant to Section 9.4(b) and any amounts that would be owing under said Section if such Advances were prepaid on the date of such assignment, and (B) such assignment does not conflict with any law, rule or regulation or order of any governmental authority. Any assignee which becomes a Lender as a result of such an assignment made pursuant to this paragraph (d) shall be deemed to have consented to the applicable Extension Request and, therefore, shall not be an Objecting Lender.
Appears in 1 contract
Samples: 364 Day Revolving Credit and Competitive Advance Facility Agreement (El Paso Tennessee Pipeline Co)
Extension of Stated Termination Date. (a) Not less than 45 days and not more than 60 days prior to The Borrower may, by sending written request in substantially the Stated Termination Date then in effect, provided that no Event form of Default shall have occurred and be continuing, the Company may 42 38 request Exhibit H (an extension of such Stated Termination Date by submitting "EXTENSION LETTER") to the Administrative Agent an Extension Request containing the information (in respect of such extension specified in Exhibit M, which case the Administrative Agent shall promptly furnish deliver a copy to each Lender. Each Lender shallof the Lenders), not less no earlier than 30 120 days and not more no later than 60 days prior to the Stated Termination Date then in effect, notify the Company and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that sixty (i60) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that does not consent in writing, or which revokes, in accordance with the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an the "Objecting LenderCURRENT STATED TERMINATION DATE") shall), unless earlier terminated in accordance with this Agreement, expire on request that the Lenders extend the Current Stated Termination Date so that the Stated Termination Date in effect will occur on the date of day that is one year after the Current Stated Termination Date (the "EXTENSION"); provided, that such Extension Request shall only take effect if Lenders holding at least 51% of the aggregate Revolving Commitments as of the Election Date advise the Administrative Agent as required herein of their agreement to participate in such Extension (the "EXTENSION CONDITION"). The Stated Termination Date may be extended pursuant to this Section. 2.23 on up to 2 occasions; provided that, in no event shall the Stated Termination Date extend beyond July 3, 2013.
(b) Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent given no later than 30 days prior to the Current Stated Termination Date (the "ELECTION DATE"), advise the Administrative Agent in writing whether or not such Lender agrees to the Extension. The election of any Lender to agree to any Extension shall not obligate any other Lender to so agree.
(c) If the Extension Condition shall not have been satisfied as of the Election Date, then the Commitments shall terminate and all Loans then outstanding (together with accrued interest thereon and any other amounts owing under the Loan Documents) shall be due and payable on the Current Stated Termination Date, if anysubject to any additional requested Extension permitted pursuant to this Section 2.23.
(d) If the Extension Condition shall have been satisfied as of the Election Date, referred the Extension shall become effective as of the Current Stated Termination Date as to those Lenders (each, a "CONSENTING LENDER") that shall have agreed to the requested Extension on or prior to the Election Date. In that event, the Stated Termination Date applicable to such Consenting Lenders shall be the date that is one year after the Current Stated Termination Date. If the Extension becomes effective as to some and not all of the Lenders (each Lender who shall not have agreed to the Extension as of the Election Date, a "NON-CONSENTING LENDER"), then:
(i) subject to clause (ii) of this Section 2.23(d), the Revolving Commitment Expiration of each Non-Consenting Lender shall terminate on the Current Stated Termination Date applicable to such Non-Consenting Lender, all Loans and other amounts payable hereunder to such Non-Consenting Lender shall become due and payable on such Current Stated Termination Date and the aggregate Revolving Commitments of the Lenders hereunder shall be reduced by the aggregate Revolving Commitments of the Non-Consenting Lenders so terminated on such Current Stated Termination Date" ;
(ii) the Borrower may, at its own expense, (A) on or prior to the Current Stated Termination Date, require any Non-Consenting Lender to transfer and assign without recourse or representation (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 10.4) all of such Non-Consenting Lender's interests, rights and obligations under the Loan Documents (including with respect to any LC Obligations) to one or more banks or other financial institutions (which may include any Lender) (each, an "ADDITIONAL COMMITMENT LENDER"), provided, that (I) such Objecting Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (not to be unreasonably withheld or delayed). If, (II) such assignment shall become effective as of the Current Stated Termination Date and (III) the Additional Commitment Lender shall pay to such Non-Consenting Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Consenting Lender hereunder and all other amounts accrued for such Non-Consenting Lender's account or owed to it hereunder, and/or (B) within six months after the Current Stated Termination Date, obtain additional Revolving Commitments from one or more Additional Commitment Lenders in an aggregate amount not less than 30 days to exceed the amount by which the aggregate Revolving Commitments were reduced on the Current Stated Termination Date pursuant to Section 2.10(d)(i) and, upon the execution and not more than 60 days prior delivery of an Accession Agreement by the Borrower, the Administrative Agent and such Additional Commitment Lender, such Additional Commitment Lender shall thenceforth be deemed to be a Lender for all purposes of this Agreement; and
(iii) in all cases, each Non-Consenting Lender shall be required to maintain its original Revolving Commitment up to the Stated Termination Date then in effectDate, or Current Stated Termination Date, as applicable, for which such Non-Consenting Lender had previously agreed upon.
(e) Notwithstanding the Required Lenders shall not approve in writing the foregoing, no extension of the Stated Termination Date requested in an Extension Requestshall become effective unless, on the Current Stated Termination Date, the conditions set forth in Section 3.2 shall be satisfied (with all references in such Section to the making of a Loan or issuance of a Letter of Credit being deemed to be references to the extension of the Revolving Commitments on the Current Stated Termination Date) and the Administrative Agent shall have received a certificate to that effect dated the Current Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company of any extension executed by a Responsible Officer of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting LenderBorrower.
Appears in 1 contract
Samples: Credit Agreement (Harland John H Co)
Extension of Stated Termination Date. (a) Not less than 45 days A. At any time and not more than 60 days prior from time to time, the Borrower may, upon notice to the Stated Termination Date then in effectAdministrative Agent (which shall promptly notify the Revolving Lenders), provided that no Event of Default shall have occurred and be continuing, the Company may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit M, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, notify the Company and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that does not consent in writing, or which revokes, in accordance with the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the such existing Stated Termination Date in effect on being the date of such Extension Request (such “Existing Stated Termination Date, if any, referred ”) to a date specified in such notice. Within 10 Business Days of delivery of such notice (or such other period as the "Commitment Expiration Date" with respect Borrower and the Administrative Agent shall mutually agree upon), each Revolving Lender shall notify the Administrative Agent whether or not it consents to such Objecting extension (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion). If, Any Revolving Lender not less than 30 days and responding within the above time period shall be deemed not more than 60 days prior to the Stated Termination Date then in effect, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant have consented to such Extension Requestextension. The Administrative Agent shall promptly notify (y) the Lenders Borrower and the Company Revolving Lenders of the Revolving Lenders’ responses.
B. The Stated Termination Date shall be extended only if the Majority Lenders of the Revolving Facility (calculated excluding any extension Impaired Lender and after giving effect to any replacements of Revolving Lenders pursuant to Section 4.1(c)) (the Revolving Lenders that so consent being the “Consenting Revolving Lenders” and the Revolving Lenders that declined being the “Declining Revolving Lenders”) have consented thereto. If so extended, the Stated Termination Date, as to the Consenting Revolving Lenders, shall be extended to the date specified in the notice referred to in Section 2.11(a) above, which shall become the new Stated Termination Date as to such Consenting Revolving Lenders. The Administrative Agent and the Borrower shall promptly confirm to the Revolving Lenders such extension, specifying the effective date of such extension (the “Extension Effective Date”), the Existing Stated Termination Date, and the new Stated Termination Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent (i) a certificate of the Borrower dated as of the Extension Effective Date signed by a Responsible Officer of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and certifying that, before and after giving effect to such extension, the representations and warranties contained in Article VI made by it are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, and no Event of Default or Unmatured Event of Default exists or will exist as of the Extension Effective Date and (ii) if requested by the Administrative Agent, a legal opinion reasonably satisfactory to it. The Borrower shall pay to the Administrative Agent for the account of each Declining Revolving Lender the then unpaid principal amount of such Declining Revolving Lender’s Revolving Loans outstanding on the Existing Stated Termination Date (and pay any additional amounts required pursuant to this Section 2.23 3.5). In addition, (i) the Borrower shall prepay any Revolving Loans outstanding on the Existing Stated Termination Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to maintain outstanding Revolving Loans ratable with any revised and new Pro Rata Shares of all the Revolving Lenders effective as of the Existing Stated Termination Date and (zii) on the Company and Existing Stated Termination Date, the Lenders of any Lender which becomes an Objecting Lender.Risk
Appears in 1 contract
Samples: Credit Agreement (Huntsman CORP)
Extension of Stated Termination Date. (a) Not less than 45 10 days and not more than 60 30 days prior to the Stated Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Company may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit MG, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 10 days and not more than 60 30 days prior to the Stated Termination Date then in effect, notify the Company and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 10 days prior to the Stated Termination Date then in effect. If the Required Lenders For each Lender that shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension RequestRequest with regard to each such approving Lender; provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and three months, (ii) the Commitment of any Lender that does not consent in writing, or which revokes, in accordance with the provisions of this Section 2.23, its consent to such extension not less than 30 10 days and not more than 60 30 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such Stated Termination Date, if any, referred to as the "Commitment Expiration Date" with respect to such Objecting Lender), (iii) no more than three extensions may be requested pursuant to this Section 2.23, (iv) in no event shall the Termination Date be extended beyond the first anniversary of the Closing Date, and (v) no such extension shall be effective unless the Company has paid all fees to the Lenders required to be paid on the effective date of such extension. If, not less than 30 10 days and not more than 60 30 days prior to the Stated Termination Date then in effect, the Required no Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company of any extension of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting Lender.
(b) Advances owing to any Objecting Lender on the Commitment Expiration Date with respect to such Lender shall be repaid in full on or before such Commitment Expiration Date.
(c) The Company shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Agent and the Objecting Lenders in accordance with Section 2.15, to prepay in full the Advances of the Objecting Lenders, together with accrued interest thereon, any amounts payable pursuant to Sections 2.11, 2.12, 2.16, 2.17,
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (El Paso Corp/De)
Extension of Stated Termination Date. (a) Not less than 45 days and not more than 60 days prior to the Stated Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Company may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit M, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, notify the Company and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that does not consent in writing, or which revokes, in accordance with the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such Stated Termination Date, if any, referred to as the "Commitment Expiration Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company of any extension of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting Lender.
(b) Revolving Credit Advances owing to any Objecting Lender on the Commitment Expiration Date with respect to such Lender shall be repaid in full on or before the date that is one year after such Commitment Expiration Date.
(c) The Borrowers 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 Lenders in accordance with Section 2.15, to prepay in full the Revolving Credit Advances of the Objecting Lenders, together with accrued interest thereon, any amounts payable pursuant to Sections 2.11, 2.12, 2.16, 2.17, 2.18, 2.20 and 9.4(b) and any accrued and unpaid facility fee or other amounts payable to the Objecting Lenders 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.
(d) Notwithstanding the foregoing, if any Lender becomes an Objecting Lender, the Borrower may, at its own expense and in its sole discretion and prior to the then
Appears in 1 contract
Samples: Revolving Credit and Competitive Advance Facility Agreement (El Paso Natural Gas Co)
Extension of Stated Termination Date. (a) Not less than 45 60 days and not more than 60 90 days prior to the Stated Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Company may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit MI, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, notify the Company such Borrower and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that which does not consent in writing, or which revokes, revokes its consent in accordance with the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such Stated Termination Date, if any, referred to as the "Commitment Expiration Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company of any extension of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting Lender.
(b) Revolving Credit Advances owing to any Objecting Lender on the Commitment Expiration Date with respect to such Lender shall be repaid in full on or before the date which is two years after such Commitment Expiration Date.
(c) The Borrowers 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 2.15, to prepay in full the Revolving Credit Advances of the Objecting Lenders, together with accrued interest thereon, any amounts payable pursuant to Sections 2.11, 2.12, 2.16, 2.17, 2.18, 2.20 and 9.4(b) and any accrued and unpaid facility fee or other amounts payable to it hereunder and/or, upon giving not less 43 38 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: Revolving Credit and Competitive Advance Facility Agreement (El Paso Natural Gas Co)
Extension of Stated Termination Date. (a) Not less than 45 days and not more than 60 days prior to The Borrower may, by sending written request in substantially the Stated Termination Date then in effect, provided that no Event form of Default shall have occurred and be continuing, the Company may 42 38 request Exhibit I (an extension of such Stated Termination Date by submitting “Extension Letter”) to the Administrative Agent an Extension Request containing the information (in respect of such extension specified in Exhibit M, which case the Administrative Agent shall promptly furnish deliver a copy to each Lender. Each Lender shallof the Lenders), not less no earlier than 30 seventy-five (75) days and not more no later than 60 twenty (20) days prior to any annual anniversary of the Stated Termination Closing Date then in effect(each an “Anniversary Date”), notify request that the Company and the Administrative Agent of its election to extend or not Lenders extend the Stated Termination Date to the day that is one year after the then existing Stated Termination Date (each such request being referred to herein as an “Extension”); provided, that such Extension shall only take effect if Lenders holding at least 51% of the aggregate Commitments as of the applicable Election Date advise the Administrative Agent as required herein of their agreement to participate in such Extension (the “Extension Condition”). The Stated Termination Date may be extended pursuant to this Section 2.18 on up to two occasions; provided that, in no event shall the Stated Termination Date extend beyond May 5, 2017.
(b) Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent given no later than fifteen (15) days after the receipt of any applicable Extension Letter by the Administrative Agent (each an “Election Date”), advise the Administrative Agent in writing whether or not such Lender agrees to such Extension. The election of any Lender to agree to any Extension shall not obligate any other Lender to so agree. The failure of any Lender to respond to a request for an Extension prior to the applicable Election Date shall be deemed to be a decision by such Lender not to extend the Stated Termination Date.
(c) If the Extension Condition shall not have been satisfied as of the applicable Election Date, then the Commitments shall terminate on the then existing Stated Termination Date (the Stated Termination Date in effect immediately after the receipt by the Administrative Agent of an Extension Letter but prior to the Extension so requested in such Extension RequestLetter taking effect shall be referred to herein as the "Current Stated Termination Date") and all Loans then outstanding (together with accrued interest thereon and any other amounts owing under the Loan Documents) shall be due and payable on the Current Stated Termination Date, subject to any additional requested Extension permitted pursuant to this Section 2.18.
(d) If the Extension Condition shall have been satisfied as of any applicable Election Date, then the Borrower shall notify the Administrative Agent within two (2) Business Days of such Election Date as to whether (i) the Extension will take effect as of such Election Date or (ii) despite satisfaction of the Extension Condition, such Extension will not take effect, in which case the Commitments shall terminate on the Current Stated Termination Date and all Loans then outstanding (together with accrued interest thereon and any other amounts owing under the Loan Documents) shall be due and payable on the Current Stated Termination Date. Notwithstanding any provision If the Borrower fails to notify the Administrative Agent within two (2) Business Days as required by the immediately preceding sentence, then the Borrower shall be deemed to have elected for such Extension to take effect as of the applicable Election Date. If an Extension takes effect pursuant to either of the first two sentences of this Agreement Section 2.18(d), such Extension shall be deemed to have taken effect solely as to those Lenders (each, a “Consenting Lender”) that shall have agreed to the contraryrequested Extension on or prior to the applicable Election Date and, any notice by any Lender of its willingness as to extend such Consenting Lenders, the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which that is 30 days prior to one year after the Current Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Date, subject to any additional Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension agreed upon pursuant to this Section 2.23 2.18. If an Extension becomes effective as to some and not all of the Lenders (each Lender who shall be for not have agreed to the Extension as of the Election Date, a maximum of 364 days and “Non-Consenting Lender”), then:
(i) subject to clause (ii) of this Section 2.18(d), the Commitment of any each Non-Consenting Lender that does not consent in writing, or which revokes, in accordance with the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire shall terminate on the Stated Termination Date in effect prior to such Extension taking effect, and all Loans and other amounts payable hereunder to such Non-Consenting Lender shall become due and payable on the date of Stated Termination Date in effect prior to such Extension Request (taking effect and, on the Stated Termination Date in effect prior to such Extension taking effect, the aggregate Commitments of the Lenders hereunder shall be reduced by the aggregate Commitments of the Non-Consenting Lenders so terminated on such Stated Termination Date;
(ii) the Borrower may, if anyat its own expense, referred to as the "Commitment Expiration Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days on or prior to the Stated Termination Date then in effect prior to such Extension taking effect, require any Non-Consenting Lender to transfer and assign without recourse or representation (except as to title and the Required Lenders absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 10.09) all of such Non-Consenting Lender’s interests, rights and obligations under the Loan Documents (including with respect to any L/C Obligations) to one or more banks or other financial institutions (which may include any Lender) (each, an “Additional Commitment Lender”), provided, that (A) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (not approve to be unreasonably withheld or delayed), (B) such assignment shall become effective no later than the Stated Termination Date in writing effect prior to such Extension taking effect and (C) the Additional Commitment Lender shall pay to such Non-Consenting Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Consenting Lender hereunder and all other amounts accrued for such Non-Consenting Lender's account or owed to it hereunder; and
(iii) in all cases, each Non-Consenting Lender shall be required to maintain its original Commitment up to the Stated Termination Date in effect prior to such Extension taking effect.
(e) Notwithstanding the foregoing, no extension of the Stated Termination Date requested in an Extension Requestshall become effective unless, on the applicable Anniversary Date, the Stated Termination Date conditions set forth in Section 4.02 shall not be extended pursuant to such Extension Request. The satisfied and the Administrative Agent shall promptly notify (y) have received a certificate to that effect dated the Lenders applicable Anniversary Date and executed by the Company of any extension chief executive officer or chief financial officer of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting LenderBorrower.
Appears in 1 contract
Extension of Stated Termination Date. (a) Not less than 45 60 days and not more than 60 90 days prior to the Stated Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Company may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified 43 39 in Exhibit M, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, notify the Company such Borrower and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that which does not consent in writing, or which revokes, revokes its consent in accordance with the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such Stated Termination Date, if any, referred to as the "Commitment Expiration Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company of any extension of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting Lender.
Appears in 1 contract
Samples: Revolving Credit and Competitive Advance Facility Agreement (El Paso Natural Gas Co)
Extension of Stated Termination Date. To the extent any Advances shall then be outstanding, the Borrower may request the Administrative Agent to extend the current Stated Termination Date for a period of nine (a9) Not less than 45 days additional months from the existing Stated Termination Date. The Administrative Agent shall promptly notify the L/C Participants of the Borrower’s request and not more than 60 days prior each L/C Participant shall notify the Administrative Agent of its decision with respect thereto, and the Administrative Agent shall advise the Administrative Agent of the L/C Participants’ decisions. If the Administrative Agent receives a timely written request for extension, and fails to notify the Borrower of the decision of the L/C Participants with respect thereto (which shall be totally discretionary) within two (2) Business Days of receipt of such request, such non-response shall be deemed to be a rejection by the Administrative Agent and the L/C Participants of such request. If the L/C Participants elect to extend the Stated Termination Date then in effect, provided that no Event so long as:
(A) the representations and warranties contained in Article Five of Default shall have occurred this Agreement, as well as in the other Loan Documents, are correct in all material respects on and be continuing, as of the Company may 42 38 request an for such extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit M, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, notify the Company and the Administrative Agent date of its election to extend or not extend extension of the Stated Termination Date as requested though made on and as of such date;
(B) no Default or Event of Default by the Borrower has occurred and is continuing, or would result from the extension of the Stated Termination Date;
(C) the Administrative Agent shall have received a certificate, signed by an Authorized Officer of the Borrower dated the date of extension of the Stated Termination Date stating that the conditions set forth in clauses (A) and (B) shall have been satisfied as of such Extension Request. Notwithstanding any provision of this Agreement date; and
(D) on or prior to the contrary, any notice by any date of such extension the Borrower shall have delivered or caused to be delivered the Letter of Credit to the Issuing Lender of its willingness to extend for cancellation; the Stated Termination Date shall be revocable by extended for such Lender in its sole nine (9) month period, all such outstanding Advances shall be due and absolute discretion at any time prior payable on such extended Stated Termination Date (or such earlier date as shall be required pursuant to the date which is 30 days prior terms hereof) and thereafter all references in this Agreement and the Loan Documents to the Stated Termination Date then in effectshall be deemed to be references to such extended Stated Termination Date. If the Required Lenders shall approve in writing the extension of the The Stated Termination Date requested in such Extension Request, the Stated Termination Date shall automatically and without any further action by any Person may be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum 3.08 only once during the term of 364 days and (ii) the Commitment this Agreement. No amount paid in respect of any Lender that does not consent in writing, or which revokes, in accordance with the provisions of this Section 2.23, its consent to Advance after such extension not less than 30 days and not more than 60 days prior to the extended Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such Stated Termination Date, if any, referred to as the "Commitment Expiration Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not may be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company of any extension of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting Lenderreborrowed.
Appears in 1 contract
Samples: Letter of Credit Reimbursement Agreement (South Jersey Industries Inc)
Extension of Stated Termination Date. (a) Not less than 45 days and not more than 60 days prior At the request of the Borrower the Lenders may, in their sole discretion, elect to extend the Stated Termination Date then in effecteffect for additional periods of up to 364 days each; provided, provided however, that at no Event time shall the committed term of Default the Line of Credit Facility exceed 364 days. The Borrower shall have occurred and be continuing, notify the Company may 42 38 Lenders of its request for such an extension by delivering to the Agent and the Lenders notice of such Stated Termination Date request signed by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit M, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and Authorized Representative not more than 60 ninety (90) days prior to the Stated Termination Date then in effect, notify the Company and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 nor less than sixty (60) days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve elect to so extend, the Agent shall notify the Borrower in writing within sixty (60) days of its receipt of such request for extension of the decision of the Lenders as to whether to extend the Stated Termination Date. Failure by any Lender to respond to a request for an extension shall constitute a refusal of such Lender to give its consent to such extension. Failure by the Agent to give such notice shall constitute refusal by the Lenders to extend the Stated Termination Date. The Borrower, with the consent of the Agent, shall be entitled to replace any Lender who is unwilling to consent to the extension of the Stated Termination Date requested Date. Any Lender which elects not to consent to an extension shall cooperate with the Borrower and the Agent in assigning its interest as provided in Section 11.1 to a new lender; provided, all obligations to such Extension Requestassigning Lender shall be paid in full, no assignment fee shall be payable by such assigning Lender but shall be paid by Borrower and such assigning Lender shall be entitled to the benefits of this Agreement set forth in Sections 3.2(g), 11.6, and 11.12 and Article IV. In no event shall the Stated Termination Date shall automatically and without any further action by any Person be extended for extend beyond the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that does not consent in writing, or which revokes, in accordance with the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such Stated Revolving Credit Termination Date, if any, referred to as the "Commitment Expiration Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company of any extension of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting Lender.
Appears in 1 contract
Samples: Credit Agreement (Healthsouth Corp)
Extension of Stated Termination Date. (a) Not less earlier than 65 days prior to and not later than 45 days and not more than 60 days prior to the Stated Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Company Borrower may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit MG, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than by the later of (i) the date 30 days after its receipt from the Administrative Agent of the applicable Extension Request and not more than 60 (ii) the date 30 days prior to the Stated Termination Date then in effectDate, notify the Company Borrower and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, and unless the Borrower shall elect to give notice for a Term A Advance pursuant to Section 2.01(b), the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; an additional 364 days provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that does not consent in writing, or which revokes, in accordance with writing within the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent period specified above (an "Objecting LenderOBJECTING LENDER") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such Stated Termination Date, if any, referred to as the "Commitment Expiration DateCOMMITMENT EXPIRATION DATE" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days prior to within the Stated Termination Date then in effectperiod specified above, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company Borrower of any extension of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting Lender.Section
Appears in 1 contract
Samples: Short Term Revolving Credit Agreement (Burlington Resources Inc)
Extension of Stated Termination Date. (a) Not The Stated Termination Date may be extended, in the manner set forth in this Section 2.03, for successive periods of 364 days measured from the Stated Termination Date then in effect. If the Borrower wishes to request an extension of the Aggregate Commitments to make Revolving Loans and the Stated Termination Date and the concomitant Maturity Date, it shall give written notice in the form of an Extension Certificate to that effect to the Administrative Agent not less than 45 days and not nor more than 60 days prior to the Stated Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, effect at the Company may 42 38 request an extension time of such Stated Termination Date by submitting to request (the Administrative Agent an "Extension Request containing the information in respect of such extension specified in Exhibit MPeriod"), which whereupon the Administrative Agent shall promptly furnish to notify each Lenderof the Lenders of such notice. Each Lender shallwill respond to each such request, not less than 30 whether affirmatively or negatively, within twenty (20) days and not of the date of the Borrower's request (except if such twenty (20) day period shall end more than 60 thirty (30) days prior to the Stated Termination Date then in effectDate, notify the Company and the Administrative Agent of its election such Lender shall not respond until thirty (30) days prior to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by Date); provided that any Lender that does not respond to such request within such period (as may be applicable) shall be deemed to have responded negatively. In the case of its willingness a Lender who does not elect to extend the Stated Termination Date (including any Lender who fails to respond timely to such request, a "Non-Extending Lender"), the Borrower may at its option (i) if Lenders whose Voting Percentages aggregate to more than 50% shall be revocable by such Lender in its sole and absolute discretion at any time prior have agreed to the date which is 30 days prior to extend the Stated Termination Date then in effect. If Date, terminate such Non-Extending Lender's Commitment and reduce the Required Lenders shall approve in writing Aggregate Commitments to equal the extension Commitments of the Stated Termination Date requested consenting Lenders and repay the principal of the Revolving Loans of such Non-Extending Lender, together with all interest thereon and all fees, costs and other Obligations due to such non-extending Lender (including costs described in such Extension RequestSection 3.05), the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) replace any Non-Extending Lender with a replacement Lender pursuant to an assumption or assignment of such Non-Extending Lender's Commitment to make Revolving Loans to such a replacement Lender in accordance with Section 10.07 and the purchase by the replacement Lender of the Revolving Loans owed to such Non-Extending Lender for a price equal to the principal of the Revolving Loans of such Non-Extending Lender, plus all interest thereon and all fees, costs and other Obligations due to such Non-Extending Lender (including costs described in Section 3.05), or (iii) accept the offer of any existing consenting Lender to increase its Commitment so as to replace the Commitment of any Non-Extending Lender that does not consent in writing, or which revokes, in accordance with Section 10.07 and to purchase the provisions Revolving Loans owed to the Non-Extending Lender for a price equal to the principal of this Section 2.23the Revolving Loans of such Non-Extending Lender, its consent plus all interest thereon and all fees, costs and other Obligations due to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then Non-Extending Lender (including costs described in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such Stated Termination Date, if any, referred to as the "Commitment Expiration Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company of any extension of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting Lender.3.05
Appears in 1 contract
Extension of Stated Termination Date. (a) Not less than 45 days and not more than 60 days prior to The Borrower may, by sending written request in substantially the Stated Termination Date then in effect, provided that no Event form of Default shall have occurred and be continuing, the Company may 42 38 request Exhibit H (an extension of such Stated Termination Date by submitting “Extension Letter”) to the Administrative Agent an Extension Request containing the information (in respect of such extension specified in Exhibit M, which case the Administrative Agent shall promptly furnish deliver a copy to each Lender. Each Lender shallof the Lenders), not less no earlier than 30 seventy-five (75) days and not more no later than 60 twenty (20) days prior to any 364-day anniversary of the Stated Termination Closing Date then in effect(each an “Anniversary Date”), notify request that the Company and the Administrative Agent of its election to extend or not Lenders extend the Stated Termination Date to the day that is 364-days after the then existing Stated Termination Date (each such request being referred to herein as an “Extension”); provided, that such Extension shall only take effect as to any Lender if Lenders holding at least 51% of the aggregate Commitments as of the applicable Election Date advise the Administrative Agent as required herein of their agreement to participate in such Extension (the “Extension Condition”). The Stated Termination Date may be extended pursuant to this Section 2.18 on up to two occasions; provided that, in no event shall the Stated Termination Date extend beyond September 7, 2019.
(b) Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent given no later than fifteen (15) days after the receipt of any applicable Extension Letter by the Administrative Agent (each an “Election Date”), advise the Administrative Agent in writing whether or not such Lender agrees to such Extension. The election of any Lender to agree to any Extension shall not obligate any other Lender to so agree. The failure of any Lender to respond to a request for an Extension prior to the applicable Election Date shall be deemed to be a decision by such Lender not to extend the Stated Termination Date.
(c) If the Extension Condition shall not have been satisfied as of the applicable Election Date, then the Commitments shall terminate on the then existing Stated Termination Date (the Stated Termination Date in effect immediately after the receipt by the Administrative Agent of an Extension Letter but prior to the Extension so requested in such Extension RequestLetter taking effect shall be referred to herein as the “Current Stated Termination Date”) and all Loans then outstanding (together with accrued interest thereon and any other amounts owing under the Loan Documents) shall be due and payable on the Current Stated Termination Date, subject to any additional requested Extension permitted pursuant to this Section 2.18.
(d) If the Extension Condition shall have been satisfied as of any applicable Election Date, then the Borrower shall notify the Administrative Agent within two (2) Business Days of such Election Date as to whether (i) the Extension will take effect as of such Election Date or (ii) despite satisfaction of the Extension Condition, such Extension will not take effect, in which case the Commitments shall terminate on the Current Stated Termination Date and all Loans then outstanding (together with accrued interest thereon and any other amounts owing under the Loan Documents) shall be due and payable on the Current Stated Termination Date. Notwithstanding any provision If the Borrower fails to notify the Administrative Agent within two (2) Business Days as required by the immediately preceding sentence, then the Borrower shall be deemed to have elected for such Extension to take effect as of the applicable Election Date. If an Extension takes effect pursuant to either of the first two sentences of this Agreement Section 2.18(d), such Extension shall be deemed to have taken effect solely as to those Lenders (each, a “Consenting Lender”) that shall have agreed to the contraryrequested Extension on or prior to the applicable Election Date and, any notice by any Lender of its willingness as to extend such Consenting Lenders, the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which that is 30 days prior to one year after the Current Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Date, subject to any additional Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension agreed upon pursuant to this Section 2.23 2.18. If an Extension becomes effective as to some and not all of the Lenders (each Lender who shall be for not have agreed to the Extension as of the Election Date, a maximum of 364 days and “Non-Consenting Lender”), then:
(i) subject to clause (ii) of this Section 2.18(d), the Commitment of any each Non-Consenting Lender that does not consent in writing, or which revokes, in accordance with the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire shall terminate on the Stated Termination Date in effect prior to such Extension taking effect, and all Loans and other amounts payable hereunder to such Non-Consenting Lender shall become due and payable on the date of Stated Termination Date in effect prior to such Extension Request (taking effect and, on the Stated Termination Date in effect prior to such Extension taking effect, the aggregate Commitments of the Lenders hereunder shall be reduced by the aggregate Commitments of the Non-Consenting Lenders so terminated on such Stated Termination Date;
(ii) the Borrower may, if anyat its own expense, referred to as the "Commitment Expiration Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days on or prior to the Stated Termination Date then in effect prior to such Extension taking effect, require any Non-Consenting Lender to transfer and assign without recourse or representation (except as to title and the Required Lenders absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 10.09) all of such Non-Consenting Lender’s interests, rights and obligations under the Loan Documents to one or more banks or other financial institutions (which may include any Lender) (each, an “Additional Commitment Lender”), provided, that (A) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (not approve to be unreasonably withheld or delayed), (B) such assignment shall become effective no later than the Stated Termination Date in writing effect prior to such Extension taking effect and (C) the Additional Commitment Lender shall pay to such Non-Consenting Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Consenting Lender hereunder and all other amounts accrued for such Non-Consenting Lender's account or owed to it hereunder; and
(iii) in all cases, each Non-Consenting Lender shall be required to maintain its original Commitment up to the Stated Termination Date in effect prior to such Extension taking effect.
(e) Notwithstanding the foregoing, no extension of the Stated Termination Date requested in an Extension Requestshall become effective unless, on the applicable Anniversary Date, the Stated Termination Date conditions set forth in Section 4.02 shall not be extended pursuant to such Extension Request. The satisfied and the Administrative Agent shall promptly notify (y) have received a certificate to that effect dated the Lenders applicable Anniversary Date and executed by the Company of any extension chief executive officer or chief financial officer of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting LenderBorrower.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (South Jersey Industries Inc)
Extension of Stated Termination Date. (a) Not less than 45 days and Seller may advise the Purchasers in writing of its desire to extend the Stated Termination Date for an additional 364 days, provided such request is made not more than 60 days prior to the Stated Termination Date then in effectto, provided that no Event of Default shall have occurred and be continuing, the Company may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit M, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 45 days prior to, the then current Stated Termination Date. Each Purchaser, upon being so advised by Seller, shall notify Seller and the Agent of its decision to accept or decline the request for such extension no later than 30 days and not more than 60 days prior to the then current Stated Termination Date then (it being understood that each Purchaser may accept or decline such request in effectits sole discretion and on such terms as it may elect, notify the Company and the Administrative failure to so notify Seller and the Agent of its shall be deemed an election not to extend or not by such Purchaser). In the event that at least one Purchaser agrees to extend the Stated Termination Date Date, the Seller Parties, the Agent and the extending Purchaser or Purchasers shall enter into such documents as requested in such Extension Requestextending Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such extending Purchasers and the Agent (including reasonable attorneys’ fees and disbursements) shall be paid by Seller. Notwithstanding In the event that any provision of this Agreement to Purchaser declines the contrary, any notice by any Lender of its willingness request to extend the Stated Termination Date shall be revocable by (each such Lender in its sole Purchaser being referred to herein as a “Non-Renewing Purchaser”), and absolute discretion at any time prior to the date which is 30 days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that does such Non-Renewing Purchaser is not consent in writing, or which revokes, assigned to another Person in accordance with the provisions terms of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days Article XII prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such current Stated Termination Date, if any, referred the Purchase Limit shall be reduced by an amount equal to as each such Non-Renewing Purchaser’s Commitment on the "Commitment Expiration Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days prior to the then current Stated Termination Date then in effect, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company of any extension of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting LenderDate.
Appears in 1 contract
Extension of Stated Termination Date. (a) Not less than 45 days and not more than 60 days prior to During the Stated Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Company may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit M, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, notify the Company and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to period from the date which that is 30 days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that does not consent in writing, or which revokes, in accordance with the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on to the date of such Extension Request (such Stated Termination Date, if any, referred to as the "Commitment Expiration Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 that is 45 days prior to the Stated Termination Date then in effect, the Required Lenders shall not approve in writing Company may, by written notice (an “Extension Request”) given to the extension of Agent, request that the Stated Termination Date be extended by 180 days; provided that only one Extension Request may be made after the Effective Date.
(b) The Agent shall promptly advise each Bank of its receipt of the Extension Request. Each Bank may, in its sole discretion, consent to the requested in an extension by giving written notice thereof to the Agent by not later than the date (the “Extension Confirmation Date”) that is 20 days after the date of the Extension Request, which consent shall be irrevocable when given. Each Bank that does not consent to such extension (a “Non-Extending Bank”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Extension Confirmation Date) and any Bank that does not so advise the Agent on or before the Extension Confirmation Date shall be deemed to be a Non-Extending Bank. The election of any Bank to agree to such extension (each such Bank is herein called an “Extending Bank”) shall not obligate any other Bank to so agree. Subject to the Company’s right to replace a Bank pursuant to Section 2.21, if the Required Banks shall have agreed to the requested extension, then the Stated Termination Date shall not shall, as to the Extending Banks, be extended by 180 days. The Agent shall notify the Company and each Bank promptly upon the effectiveness of such extension. If the requested extension does not become effective, the Agent shall give the 47 Company notice of the identity of any Non-Extending Banks. If the Company replaces one or more Non-Extending Banks pursuant to Section 2.21, and any such Extension Request. The Administrative Agent replacement Bank consents to the requested extension at the time of such replacement, such consent shall promptly notify be immediately effective (yincluding for purposes of determining whether the Required Banks shall have agreed to the requested extension).
(c) the Lenders and the Company of In connection with any extension of the Stated Termination Date pursuant Date, the Company, the Agent and each Bank may make such technical and conforming modifications to this Section 2.23 Agreement as the Agent and (z) the Company and determine to be reasonably necessary to evidence the Lenders of any Lender which becomes an Objecting Lenderextension.
Appears in 1 contract
Samples: Term Credit Agreement (Ecolab Inc.)
Extension of Stated Termination Date. (a) (a) Not less later than 45 days and not more than 60 days prior to the Stated Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Company Borrower may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit MG, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less no later than 30 days and not more than 60 days prior to after receiving from the Stated Termination Date then in effectAdministrative Agent the applicable Extension Request, notify the Company Borrower and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.23 2.21 shall be for a maximum of 364 days and one year, (ii) the Commitment of any Lender that does not consent in writing, or which revokes, in accordance with the provisions of this Section 2.23, its consent to such extension not less than writing within 30 days and not more than 60 days prior to after receiving from the Stated Termination Date then in effect and has not thereafter reinstated its consent Administrative Agent the applicable Extension Request (an "Objecting LenderOBJECTING LENDER") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such Stated Termination Date, if any, referred to as the "Commitment Expiration DateCOMMITMENT EXPIRATION DATE" with respect to such Objecting Lender). If, not less than 30 days ) and not (iii) the Borrower may exercise no more than 60 days prior two extensions pursuant to this Section 2.21, so that the Stated Termination Date then shall not in effectany event extend beyond the second anniversary of the initial Stated Termination Date hereunder. If, within 30 days after receiving from the Administrative Agent the applicable Extension Request, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company Borrower of any extension of the Stated Termination Date pursuant to this Section 2.23 2.21 and (z) the Company and the Lenders Borrower of any Lender which that becomes an Objecting Lender.
Appears in 1 contract
Samples: Long Term Revolving Credit Agreement (Burlington Resources Inc)
Extension of Stated Termination Date. (a) Not less than 45 days and Seller may advise the PurchasersManaging Agents that represent Conduits in writing of itsSeller’s desire to extend the StatedLiquidity Termination Date for an additional 364 days, provided such request is made not more than 60 days prior to the Stated Termination Date then in effectto, provided that no Event of Default shall have occurred and be continuing, the Company may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit M, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 45 days prior to, the then current Stated Termination Date. Each Purchasersuch Managing Agent, upon being so advised by Seller, shall notifypromptly notify each Financial Institution in its related Purchaser Group of any such request and each such Financial Institution shall notify its related Managing Agent and Conduit, Seller and the Agent of its decision to accept or decline the request for such extension no later than 30 days and not more than 60 days prior to the Stated then current StatedLiquidity Termination Date then (it being understood that each PurchaserFinancial Institution may accept or decline such request in effectits sole discretion and on such terms as it may elect, notify the Company and the Administrative failure to so notify its related Managing Agent of its and Conduit, Seller and the Agent shall be deemed an election not to extend or not extend by such PurchaserFinancial Institution). In the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness event that at least one PurchaserFinancial Institution agrees to extend the Stated Termination Date Date, the Seller Parties, the Agent and, the extending Purchaser or PurchasersFinancial Institutions and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending PurchasersFinancial Institutions may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such extending PurchasersFinancial Institutions, the Managing Agents and the Agent (including reasonable attorneys’ fees and disbursements) shall be revocable paid by such Lender in its sole and absolute discretion at Seller. In the event that any time prior PurchaserFinancial Institution declines the request to extend the date which is 30 days prior to the Stated StatedLiquidity Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in (each such Extension RequestPurchaserFinancial Institution being referred to herein as a “Non-Renewing PurchaserFinancial Institution”), the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that does such Non-Renewing PurchaserFinancial Institution is not consent in writing, or which revokes, assigned to another Person in accordance with the provisions terms of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days Article XII prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such current Stated Termination Date, if any, referred the Purchase Limit shall be reduced by an amount equal to as each such Non-Renewing Purchaser’sFinancial Institution’s Commitment on the "Commitment Expiration then current StatedLiquidity Termination Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company of any extension of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting Lender.
Appears in 1 contract
Samples: Amendment (Insight Enterprises Inc)
Extension of Stated Termination Date. (a) Not less later than 45 days and not more than 60 days prior to the Stated Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Company Borrower may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit MG, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less no later than 30 days and not more than 60 days prior to after receiving from the Stated Termination Date then in effectAdministrative Agent the applicable Extension Request, notify the Company Borrower and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.23 2.21 shall be for a maximum of 364 days and one year, (ii) the Commitment of any Lender that does not consent in writing, or which revokes, in accordance with the provisions of this Section 2.23, its consent to such extension not less than writing within 30 days and not more than 60 days prior to after receiving from the Stated Termination Date then in effect and has not thereafter reinstated its consent Administrative Agent the applicable Extension Request (an "Objecting LenderOBJECTING LENDER") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such Stated Termination Date, if any, referred to as the "Commitment Expiration DateCOMMITMENT EXPIRATION DATE" with respect to such Objecting Lender). If, not less than 30 days ) and not (iii) the Borrower may exercise no more than 60 days prior two extensions pursuant to this Section 2.21, so that the Stated Termination Date then shall not in effectany event extend beyond the second anniversary of the initial Stated Termination Date hereunder. If, within 30 days after receiving from the Administrative Agent the applicable Extension Request, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company Borrower of any extension of the Stated Termination Date pursuant to this Section 2.23 2.21 and (z) the Company and the Lenders Borrower of any Lender which that becomes an Objecting Lender.
(b) A Advances owing to any Objecting Lender on the Commitment Expiration Date, together with accrued interest thereon, any amounts payable pursuant to Sections 2.06, 2.07, 2.11, 2.12, 2.15 and 8.04(b) and any accrued and unpaid facility fee or other amounts payable with respect to such Lender shall be 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 Lenders in accordance with Section 2.10, to prepay in full the A Advances of the Objecting Lenders, together with accrued interest thereon, any amounts payable pursuant to Sections 2.06, 2.07, 2.11, 2.12, 2.15 and 8.04(b) and any accrued and unpaid facility fee or other amounts payable to the Objecting Lenders hereunder and, 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.
(d) Notwithstanding the foregoing, if any Lender becomes an Objecting Lender, the Borrower may, at its own expense and in the sole discretion and prior to the then Stated Termination Date, require such Lender (and each related Designated Bidder (as defined herein or in the Short-Term Revolving Credit Agreement)) to transfer or assign, in whole or in part, without recourse (in accordance with Section 8.07), all or part of its interests, rights and obligations under this Agreement and the Short-Term Revolving Credit Agreement to an Eligible Assignee (provided that the Borrower, with the full cooperation of such Lender, can identify an Eligible Assignee that is ready, willing and able to be an assignee with respect thereto) which shall assume such assigned obligations (which assignee may be another Lender, if such assignee Lender accepts such assignment); provided that (A) the assignee or the Borrower, as the case may be, shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Advances made by it hereunder and the "Advances" made by it under, and as defined in, the Short-Term Revolving Credit Agreement and all other amounts owed to it hereunder and thereunder, including any amounts owing pursuant to Section 8.04(b) (or the comparable provision of the Short-Term Revolving Credit Agreement) and any amounts that would be owing under such Section (or comparable provision) if such Advances and "Advances" (as so defined) were prepaid on the date of such assignment, and (B) such assignment does not conflict with any law, rule or regulation or order of any governmental authority. Any assignee that becomes a Lender as a result of such an assignment made pursuant to this paragraph (d) shall be deemed to have consented to the applicable Extension Request and, therefore, shall not be an Objecting Lender.
Appears in 1 contract
Samples: Long Term Revolving Credit Agreement (Burlington Resources Inc)
Extension of Stated Termination Date. (a) Not less than 45 60 days and not more than 60 90 days prior to the Stated Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Company may 42 38 request an extension of such Stated Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified 44 39 in Exhibit M, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, notify the Company such Borrower and the Administrative Agent of its election to extend or not extend the Stated Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Stated Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Stated Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Stated Termination Date requested in such Extension Request, the Stated Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.23 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that which does not consent in writing, or which revokes, revokes its consent in accordance with the provisions of this Section 2.23, its consent to such extension not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect and has not thereafter reinstated its consent (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Stated Termination Date in effect on the date of such Extension Request (such Stated Termination Date, if any, referred to as the "Commitment Expiration Date" with respect to such Objecting Lender). If, not less than 30 days and not more than 60 days prior to the Stated Termination Date then in effect, the Required Lenders shall not approve in writing the extension of the Stated Termination Date requested in an Extension Request, the Stated Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Company of any extension of the Stated Termination Date pursuant to this Section 2.23 and (z) the Company and the Lenders of any Lender which becomes an Objecting Lender.
Appears in 1 contract
Samples: Revolving Credit and Competitive Advance Facility Agreement (El Paso Natural Gas Co)
