Extension of Term Loans and Revolving Credit Commitments. Notwithstanding anything to the contrary in this Agreement, the Borrower may make one or more offers (each, an “Extension Offer”) from time to time to all Lenders of any tranche of Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective tranche of Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, to extend the maturity date of each such Lender’s Term Loans of such tranche and/or Revolving Credit Commitments (each, an “Extension”, and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a separate “tranche”). Each Extension shall be subject to the following terms conditions: (a) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders or immediately prior to the effectiveness of such Extension; (b) the Borrower shall provide the Administrative Agent at least 10 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice of such Extension, and shall agree to such procedures as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section; (c) the Administrative Agent and the Lenders may, each in their sole and individual discretion, elect to agree to any Extension Offer, it being understood that any Lender who has not responded to such Extension Offer by the deadline set forth therein shall be deemed to have rejected such Extension Offer; (d) each such Extension shall require the prior written consent of (i) the Administrative Agent, (ii) each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof), and (iii) with respect to any Extension of the Revolving Credit Commitments, the Issuing Lender and the Swingline Lender; (i) with respect to any Extension of Revolving Credit Commitments, Revolving Credit Lenders holding at least 50% of the Revolving Credit Commitments to be extended, the Issuing Lender and the Swingline Lender must agree to such Extension and (ii) with respect to any Extension of Term Loans, Term Loan Lenders holding at least 50% of the applicable Term Loans to be extended must agree to such Extension; (f) the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, for each non-extending Lender shall remain unchanged and the Borrower may, at its sole expense and effort, upon notice to such non-extending Lender and the Administrative Agent, require such non-extending Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.9), its Revolving Credit Commitment and/or Term Loans to an Eligible Assignee; (g) except as to interest rates, fees and final maturity (which shall be set forth in the relevant Extension Offer), any Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall have the same terms as the original Revolving Credit Commitments (and related outstandings); provided that: (i) except for (1) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments, the borrowing and repayment of Loans with respect to Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments; (ii) subject to the provisions of Section 5.15(i) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders in accordance with their Revolving Credit Percentages; and (iii) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such tranche on a better than a pro rata basis as compared to any other tranche with a later maturity date than such tranche; (h) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates (which shall, subject to immediately succeeding clauses (i), (ii) and (iii), be set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer; provided that: (i) the final maturity date of any Extended Term Loans shall be no earlier than the latest maturity date hereunder; (ii) the weighted average life to maturity of any Extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the applicable tranche of Term Loans extended thereby; (iii) the permanent repayment of Extended Term Loans after the applicable Extension date shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to voluntarily prepay Extended Term Loans on a better than a pro rata basis as compared to any other tranche with a later maturity date than such tranche; (i) at no time shall there be more than two different tranches of Revolving Credit Commitments hereunder or two different tranches of Term Loans hereunder; (j) on the Revolving Credit Maturity Date for any non-extending Revolving Credit Lenders, (i) the Borrower shall repay all outstanding Revolving Credit Loans due and payable to such non-extending Revolving Credit Lenders (together with all accrued and unpaid interest thereon and accrued and unpaid Commitment Fees), (ii) each of the non-extending Revolving Credit Lenders shall be automatically released from their respective risk participation obligations under Section 2.2(b)(iii) with respect to any outstanding Swingline Loans and under Section 3.4 with respect to any outstanding Letters of Credit, (iii) all outstanding Revolving Credit Loans, risk participation obligations with respect to any outstanding Swingline Loans and risk participation obligations with respect to any outstanding Letters of Credit (and the related L/C Obligations) shall be automatically reallocated among the extending Revolving Credit Lenders based on their Extended Revolving Credit Commitments and (iv) to the extent that the Revolving Credit Outstandings would exceed the Extended Revolving Credit Commitments after giving effect to such reallocation pursuant to the immediately preceding clause (iii), the Borrower shall prepay Loans or Cash Collateralize Letters of Credit in accordance with Section 2.4(b); and (k) the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith, in each case on terms consistent with this Section.
Appears in 2 contracts
Samples: Credit Agreement (Fossil Group, Inc.), Credit Agreement (Fossil Inc)
Extension of Term Loans and Revolving Credit Commitments. Notwithstanding anything (a) The Borrowers may at any time and from time to time request that all or a portion of the contrary in this Agreement, the Borrower may make (i) Term Loans of one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) from or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to time extend the scheduled maturity date(s) of any payment of principal with respect to all Lenders or a portion of any tranche principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.19; provided that (i) any such request shall be made by the Borrowers to certain Lenders specified by the Borrowers with Term Loans or Revolving Credit Commitments, as applicable, with a like maturity date (whether under one or Revolving Credit Commitments with a like maturity date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective tranche of Term Loans or on the aggregate Revolving Credit Commitments Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers in their sole discretion. In order to establish any Extended Tranche, the Borrowers shall provide a notice to the Administrative Agent (in such capacity, the “Extended Loans Agent”) (who shall provide a copy of such notice to each of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except that (w) all or any of the final maturity dates of such Extended Tranches shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (x) (A) the interest margins with a like maturity daterespect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) in the case of any Extended Term Tranche, such Extended Term Tranche shall share ratably in any mandatory prepayments of the then outstanding Initial Term Loans pursuant to Section 2.05(b) (or otherwise provide for more favorable mandatory prepayment treatment for the then outstanding Initial Term Loans than such Extended Term Tranche) and (z) in the case of any Extended Term Tranche (other than any Extended Term Tranche in an initial principal amount not in excess of the maximum aggregate principal amount then permitted to be incurred in reliance on the Inside Maturity Basket), so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case may be) to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.19 or otherwise, assignments and on participations of Extended Tranches shall be governed by the same terms or, at the Borrowers’ discretion, more restrictive assignment and participation provisions applicable to each such Lender, to extend the maturity date of each such Lender’s Term Loans of such tranche and/or Revolving Credit Commitments (each, an “Extension”, and each group of Initial Term Loans or Revolving Credit Commitments, as applicable, set forth in each case as Section 10.07. No requested Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request and the commitment of any L/C Issuer to issue or maintain Letters of Credit shall not be extended pursuant to an extension of any Existing Revolving Tranche pursuant to this Section 2.19 without its written consent. Any Extended Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so extendedestablished on such date). On the Extension Date applicable to any applicable Revolving Tranche under the Revolving Credit Facility, the Borrowers shall prepay the Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders) outstanding on such Extension Date applicable to the relevant Revolving Tranche (and pay any additional amounts required pursuant to Section 3.06) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders), as well as the original Term Loans and case may be, applicable to the original non-extending Revolving Credit Lenders under such Revolving Tranche in accordance with any revised Pro Rata Share of a Revolving Credit Lender in respect of the extended Revolving Credit Facility arising from any non ratable Extension to the Revolving Credit Commitments (in each case not so extended), being a separate “tranche”). Each Extension shall be subject to the following terms conditions:
(a) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders or immediately prior to the effectiveness of such Extension;under this Section 2.19.
(b) the Borrower The Borrowers shall provide the Administrative Agent applicable Extension Request at least 10 ten Business Days (or such shorter period as the Extended Loans Agent may be agreed by the Administrative Agentagree in its sole discretion) prior written notice to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Extended Loans Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. In connection with any extension of Loans pursuant to this Section 2.19 (each, an “Extension”), the Borrowers and Extended Loans Agent shall agree to such procedures as may be established byregarding timing, or acceptable torounding, lender revocation and other administrative adjustments to ensure reasonable administrative management of the Administrative Agentcredit facilities hereunder after such Extension, in each case acting reasonably to accomplish the purposes of this Section;Section 2.19. The Borrowers may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Extended Loans Agent at any time prior to the date on which Lenders under the applicable Existing Term Tranche or Existing Term Tranches are requested to respond to the Extension Request.
(c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees referenced in clauses (x) and (y) of Section 2.19(a), or, in the Administrative Agent case of Extended Term Tranches, amortization rates referenced in clause (z) of Section 2.19(a), and which, in each case, except to the Lenders mayextent expressly contemplated by the last sentence of this Section 2.19(c) and notwithstanding anything to the contrary set forth in Section 10.01, each in their sole and individual discretion, elect to agree to any Extension Offer, it being understood that shall not require the consent of any Lender who has not responded to such Extension Offer by other than the deadline set forth therein shall be deemed to have rejected such Extension Offer;
(d) each such Extension shall require the prior written consent of (i) the Administrative Agent, (ii) each Lender agreeing to such Extension Extending Lenders with respect to one or more of its Term the Extended Tranches established thereby) executed by the Loan Parties, the Extended Loans and/or Revolving Credit Commitments (or a portion thereof)Agent, and (iii) with respect the Extending Lenders. Subject to the requirements of this Section 2.19 and without limiting the generality or applicability of Section 10.01 to any Extension of the Revolving Credit Commitments, the Issuing Lender and the Swingline Lender;
Section 2.19 Additional Amendments (i) with respect to any Extension of Revolving Credit Commitments, Revolving Credit Lenders holding at least 50% of the Revolving Credit Commitments to be extended, the Issuing Lender and the Swingline Lender must agree to such Extension and (ii) with respect to any Extension of Term Loans, Term Loan Lenders holding at least 50% of the applicable Term Loans to be extended must agree to such Extension;
(f) the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, for each non-extending Lender shall remain unchanged and the Borrower may, at its sole expense and effort, upon notice to such non-extending Lender and the Administrative Agent, require such non-extending Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.9), its Revolving Credit Commitment and/or Term Loans to an Eligible Assignee;
(g) except as to interest rates, fees and final maturity (which shall be set forth in the relevant Extension Offerdefined below), any Revolving Credit Commitment extended pursuant Extension Amendment may provide for additional terms and/or additional amendments other than those referred to an Extension or contemplated above (an “Extended Revolving Credit Commitment”), and the related outstandings, shall have the same terms as the original Revolving Credit Commitments (and related outstandings); provided that:
(i) except for (1) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments, the borrowing and repayment of Loans with respect to Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments;
(ii) subject to the provisions of Section 5.15(i) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders in accordance with their Revolving Credit Percentages; and
(iii) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such tranche on additional amendment, a better than a pro rata basis as compared to any other tranche with a later maturity date than such tranche;
(h) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates (which shall, subject to immediately succeeding clauses (i), (ii) and (iii), be set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer; provided that:
(i) the final maturity date of any Extended Term Loans shall be no earlier than the latest maturity date hereunder;
(ii) the weighted average life to maturity of any Extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the applicable tranche of Term Loans extended thereby;
(iii) the permanent repayment of Extended Term Loans after the applicable Extension date shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to voluntarily prepay Extended Term Loans on a better than a pro rata basis as compared to any other tranche with a later maturity date than such tranche;
(i) at no time shall there be more than two different tranches of Revolving Credit Commitments hereunder or two different tranches of Term Loans hereunder;
(j) on the Revolving Credit Maturity Date for any non-extending Revolving Credit Lenders, (i) the Borrower shall repay all outstanding Revolving Credit Loans due and payable to such non-extending Revolving Credit Lenders (together with all accrued and unpaid interest thereon and accrued and unpaid Commitment Fees), (ii) each of the non-extending Revolving Credit Lenders shall be automatically released from their respective risk participation obligations under Section 2.2(b)(iii) with respect to any outstanding Swingline Loans and under Section 3.4 with respect to any outstanding Letters of Credit, (iii) all outstanding Revolving Credit Loans, risk participation obligations with respect to any outstanding Swingline Loans and risk participation obligations with respect to any outstanding Letters of Credit (and the related L/C Obligations) shall be automatically reallocated among the extending Revolving Credit Lenders based on their Extended Revolving Credit Commitments and (iv) to the extent that the Revolving Credit Outstandings would exceed the Extended Revolving Credit Commitments after giving effect to such reallocation pursuant to the immediately preceding clause (iii), the Borrower shall prepay Loans or Cash Collateralize Letters of Credit in accordance with Section 2.4(b); and
(k) the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith, in each case on terms consistent with this Section.
Appears in 1 contract
Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the Borrower may make terms of this Section 2.18, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Parent to all Lenders of any tranche a Tranche of Term Loans with a like maturity date Maturity Date or Tranche of Revolving Credit Commitments with a like maturity dateMaturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective tranche Tranche of Term Loans with a like Maturity Date or Tranche of Revolving Credit Commitments with a like maturity dateMaturity Date, as the case may be) and on the same terms to each such Lender, Parent is hereby permitted to consummate from time to time following the initial Extension of Credit on or after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date Maturity Date of each such Lender’s Term Loans of such tranche and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, and each group any Extended Term Loans shall constitute a separate Tranche of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as from the original Tranche of Term Loans from which they were converted, and the original any Extended Revolving Credit Commitments (in each case not so extendedshall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), being a separate “tranche”). Each Extension shall be subject to so long as the following terms conditionsare satisfied:
(ai) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders or immediately prior to the effectiveness of such ExtensionLenders;
(b) the Borrower shall provide the Administrative Agent at least 10 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice of such Extension, and shall agree to such procedures as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section;
(c) the Administrative Agent and the Lenders may, each in their sole and individual discretion, elect to agree to any Extension Offer, it being understood that any Lender who has not responded to such Extension Offer by the deadline set forth therein shall be deemed to have rejected such Extension Offer;
(d) each such Extension shall require the prior written consent of (i) the Administrative Agent, (ii) each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof), and (iii) with respect to any Extension of the Revolving Credit Commitments, the Issuing Lender and the Swingline Lender;
(i) with respect to any Extension of Revolving Credit Commitments, Revolving Credit Lenders holding at least 50% of the Revolving Credit Commitments to be extended, the Issuing Lender and the Swingline Lender must agree to such Extension and (ii) with respect to any Extension of Term Loans, Term Loan Lenders holding at least 50% of the applicable Term Loans to be extended must agree to such Extension;
(f) the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, for each non-extending Lender shall remain unchanged and the Borrower may, at its sole expense and effort, upon notice to such non-extending Lender and the Administrative Agent, require such non-extending Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.9), its Revolving Credit Commitment and/or Term Loans to an Eligible Assignee;
(g) except as to interest rates, fees and final maturity (which shall be set forth in maturity, the relevant Extension Offer), applicable Revolving Credit Commitment of any Revolving Credit Commitment Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall have be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings) (except for covenants or other provisions contained herein applicable only to periods after the then latest Maturity Date then in effect); provided that:
that (ix) (I) subject to the provisions of Section 2.01(fg), to the extent dealing with Multicurrency RCF Swing Line Loans which mature after the Initial Multicurrency RCF Maturity Date, all Multicurrency RCF Swing Line Loans shall be participated in on a pro rata basis by all Multicurrency RCF Lenders with Multicurrency RCF Commitments in accordance with their Applicable Percentage (and, except as provided in Section 2.01(fg), without giving effect to changes thereto on the Initial Multicurrency RCF Maturity Date, with respect to Swing Line Loans theretofore incurred), (II) subject to the provisions of Section 2.01(gh), to the extent dealing with Multicurrency RCF Letters of Credit which expire after the Initial Multicurrency RCF Maturity Date, all Multicurrency RCF Letters of Credit shall be participated in on a pro rata basis by all Multicurrency RCF Lenders with Multicurrency RCF Commitments in accordance with their Applicable Percentages (and, except as provided in Section 2.01(gh), without giving effect to changes thereto on the Initial Multicurrency RCF Maturity Date, with respect to the Multicurrency RCF Letters of Credit theretofore incurred or issued), (III) subject to the provisions of Section 2.01(hi), to the extent dealing with US Dollar RCF Swing Line Loans which mature after the Initial US Dollar RCF Maturity Date, all US Dollar RCF Swing Line Loans shall be participated in on a pro rata basis by all US Dollar RCF Lenders with US Dollar RCF Commitments in accordance with their Applicable Percentage (and, except as provided in Section 2.01(hi), without giving effect to changes thereto on the Initial US Dollar RCF Maturity Date, with respect to US Dollar Swing Line Loans theretofore incurred) and (IV) subject to the provisions of Section 2.01(ij), to the extent dealing with US Dollar RCF Letters of Credit which expire after the Initial US Dollar RCF Maturity Date, all US Dollar RCF Letters of Credit shall be participated in on a pro rata basis by all US Dollar RCF Lenders with US Dollar RCF Commitments in accordance with their Applicable Percentages (and, except as provided in Section 2.01(ij), without giving effect to changes thereto on the Initial US Dollar RCF Maturity Date, with respect to the US Dollar RCF Letters of Credit theretofore incurred or issued), and all borrowings and commitment reductions under Revolving Credit Commitments of the respective Tranche and repayments thereunder shall be made on a pro rata basis (except for (1A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), ) and (2B) repayments required upon the maturity date applicable Maturity Date of the non-extending Revolving Credit Commitments Commitments) and (3y) repayment made in connection with a permanent repayment and termination of commitments, the borrowing and repayment of Loans with respect to at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other and any original Revolving Credit Commitments) which have more than six different Maturity Dates;
(ii) subject to the provisions of Section 5.15(i) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders in accordance with their Revolving Credit Percentages; and
(iii) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such tranche on a better than a pro rata basis as compared to any other tranche with a later maturity date than such tranche;
(h) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiv), (iiv) and (iiivi), be determined by Parent and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche Tranche of Term Loans subject to such Extension Offer; provided that:Offer (except for covenants or other provisions contained herein applicable only to periods after the then latest Maturity Date then in effect);
(iiv) the final maturity date of any Extended Term Loans shall be no earlier than the latest maturity date hereunderMaturity Date then in effect (other than the Maturity Date specified in any other Extension Offer with respect to any other Tranche of Extended Term Loans pursuant to this Section 2.18) and the amortization schedule applicable to Term Loans pursuant to Section 2.07(a), (b) and (c), as the case may be, for periods prior to the respective Maturity Date may not be increased;
(iiv) the weighted average life to maturity of any Extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the applicable tranche of Term Loans extended thereby;
(iiivi) the permanent repayment of any Extended Term Loans after the applicable Extension date shall be made may participate on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to voluntarily prepay Extended Term Loans on or a better less than pro rata basis (but not greater than a pro rata basis basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as compared to any other tranche with a later maturity date than such tranchespecified in the respective Extension Offer;
(ivii) at no time shall there be more than two different tranches if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments hereunder of the applicable Tranche, as the case may be, in respect of which Lenders with Term Loans or two different tranches Revolving Credit Commitments of such Tranche, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans hereunderor Revolving Credit Commitments, as the case may be, offered to be extended by Parent pursuant to such Extension Offer, then the Term Loans or Revolving Credit Commitments, as the case may be, of such Lenders with Term Loans or Revolving Credit Commitments, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders with Term Loans or Revolving Credit Commitments, as the case may be, have accepted such Extension Offer;
(jviii) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Parent generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent;
(ix) the applicable Minimum Extension Condition shall be satisfied;
(x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent; and
(xi) the Extension shall not become effective unless, on the Revolving proposed effective date of the Extension, (x) Parent shall have delivered to the Administrative Agent a certificate of an authorized officer of each applicable Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Sections 4.03(a) and (b) shall be satisfied (with all references in such Section to any Credit Maturity Date for Extension being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by an authorized officer of Parent certifying as to the satisfaction of such conditions. In connection with each Extension Offer, each relevant Lender, acting in its sole and individual discretion, shall determine whether it wishes to participate in the respective Extension contemplated by such Extension Offer. Any relevant Lender that does not respond to an Extension Offer within the time period contemplated by the applicable Extension Offer shall be deemed to have rejected such Extension Offer. The election of any non-extending Revolving Credit Lendersrelevant Lender to agree to an Extension shall not obligate any other Lender to so agree.
(b) With respect to all Extensions consummated by the Borrowers pursuant to this Section 2.18, (i) the Borrower such Extensions shall repay all outstanding Revolving Credit Loans due and payable to such non-extending Revolving Credit Lenders (together with all accrued and unpaid interest thereon and accrued and unpaid Commitment Feesnot constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05(a), 2.05(b), 2.13 or 11.08 and (ii) each no Tranche of the non-extending Revolving Credit Lenders Extended Term Loans shall be automatically released from their respective risk participation obligations under Section 2.2(b)(iii) with respect to any outstanding Swingline Loans and under Section 3.4 with respect to any outstanding Letters in an amount of Creditless than $50,000,000 (the “Minimum Tranche Amount”), (iii) all outstanding Revolving Credit Loans, risk participation obligations with respect to any outstanding Swingline Loans and risk participation obligations with respect to any outstanding Letters of Credit (unless such Minimum Tranche Amount is waived by the Administrative Agent. The Administrative Agent and the related L/C Obligations) shall be automatically reallocated among Lenders hereby consent to the extending Revolving Credit Lenders based on their Extensions and the other transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (ivbut otherwise subject to Section 11.01(a)) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18, provided that such consent shall not be deemed to be an acceptance of an Extension Offer.
(c) Notwithstanding anything in this Agreement (including Section 11.01) to the extent that the Revolving Credit Outstandings would exceed the Extended Revolving Credit Commitments after giving effect to such reallocation pursuant to the immediately preceding clause (iii)contrary, the Borrower shall prepay Loans or Cash Collateralize Letters of Credit in accordance with Section 2.4(b); and
(k) the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Parent (and the Borrower other applicable Loan Parties) as (and to the extent) may be necessary in order to establish new tranches or sub-tranches Tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical other amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith, in each case on terms consistent with this SectionSection 2.18.
(d) In connection with any Extension, Parent shall provide the Administrative Agent at least 15 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18.
Appears in 1 contract
Samples: Credit Agreement (Colfax CORP)
Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the Borrower may make terms of this Section 2.18, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Parent to all Lenders of any tranche a Tranche of Term Loans with a like maturity date Maturity Date or Tranche of Revolving Credit Commitments with a like maturity dateMaturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective tranche Tranche of Term Loans with a like Maturity Date or Tranche of Revolving Credit Commitments with a like maturity dateMaturity Date, as the case may be) and on the same terms to each such Lender, Parent is hereby permitted to consummate from time to time following the initial Extension of Credit on or after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date Maturity Date of each such Lender’s Term Loans of such tranche and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, and each group any Extended Term Loans shall constitute a separate Tranche of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as from the original Tranche of Term Loans from which they were converted, and the original any Extended Revolving Credit Commitments (in each case not so extendedshall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), being a separate “tranche”). Each Extension shall be subject to so long as the following terms conditionsare satisfied:
(ai) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders or immediately prior to the effectiveness of such ExtensionLenders;
(b) the Borrower shall provide the Administrative Agent at least 10 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice of such Extension, and shall agree to such procedures as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section;
(c) the Administrative Agent and the Lenders may, each in their sole and individual discretion, elect to agree to any Extension Offer, it being understood that any Lender who has not responded to such Extension Offer by the deadline set forth therein shall be deemed to have rejected such Extension Offer;
(d) each such Extension shall require the prior written consent of (i) the Administrative Agent, (ii) each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof), and (iii) with respect to any Extension of the Revolving Credit Commitments, the Issuing Lender and the Swingline Lender;
(i) with respect to any Extension of Revolving Credit Commitments, Revolving Credit Lenders holding at least 50% of the Revolving Credit Commitments to be extended, the Issuing Lender and the Swingline Lender must agree to such Extension and (ii) with respect to any Extension of Term Loans, Term Loan Lenders holding at least 50% of the applicable Term Loans to be extended must agree to such Extension;
(f) the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, for each non-extending Lender shall remain unchanged and the Borrower may, at its sole expense and effort, upon notice to such non-extending Lender and the Administrative Agent, require such non-extending Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.9), its Revolving Credit Commitment and/or Term Loans to an Eligible Assignee;
(g) except as to interest rates, fees and final maturity (which shall be set forth in maturity, the relevant Extension Offer), applicable Revolving Credit Commitment of any Revolving Credit Commitment Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall have be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings) (except for covenants or other provisions contained herein applicable only to periods after the then latest Maturity Date then in effect); provided that:
that (ix) (I) subject to the provisions of Section 2.01(gh), to the extent dealing with Multicurrency RCF Swing Line Loans which mature after the Initial Multicurrency RCF Maturity Date, all Multicurrency RCF Swing Line Loans shall be participated in on a pro rata basis by all Multicurrency RCF Lenders with Multicurrency RCF Commitments in accordance with their Applicable Percentage (and, except as provided in Section 2.01(gh), without giving effect to changes thereto on the Initial Multicurrency RCF Maturity Date, with respect to Swing Line Loans theretofore incurred), (II) subject to the provisions of Section 2.01(hi), to the extent dealing with Multicurrency RCF Letters of Credit which expire after the Initial Multicurrency RCF Maturity Date, all Multicurrency RCF Letters of Credit shall be participated in on a pro rata basis by all Multicurrency RCF Lenders with Multicurrency RCF Commitments in accordance with their Applicable Percentages (and, except as provided in Section 2.01(hi), without giving effect to changes thereto on the Initial Multicurrency RCF Maturity Date, with respect to the Multicurrency RCF Letters of Credit theretofore incurred or issued), (III) subject to the provisions of Section 2.01(ij), to the extent dealing with US Dollar RCF Swing Line Loans which mature after the Initial US Dollar RCF Maturity Date, all US Dollar RCF Swing Line Loans shall be participated in on a pro rata basis by all US Dollar RCF Lenders with US Dollar RCF Commitments in accordance with their Applicable Percentage (and, except as provided in Section 2.01(ij), without giving effect to changes thereto on the Initial US Dollar RCF Maturity Date, with respect to US Dollar Swing Line Loans theretofore incurred) and (IV) subject to the provisions of Section 2.01(jk), to the extent dealing with US Dollar RCF Letters of Credit which expire after the Initial US Dollar RCF Maturity Date, all US Dollar RCF Letters of Credit shall be participated in on a pro rata basis by all US Dollar RCF Lenders with US Dollar RCF Commitments in accordance with their Applicable Percentages (and, except as provided in Section 2.01(jk), without giving effect to changes thereto on the Initial US Dollar RCF Maturity Date, with respect to the US Dollar RCF Letters of Credit theretofore incurred or issued), and all borrowings and commitment reductions under Revolving Credit Commitments of the respective Tranche and repayments thereunder shall be made on a pro rata basis (except for (1A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), ) and (2B) repayments required upon the maturity date applicable Maturity Date of the non-extending Revolving Credit Commitments Commitments) and (3y) repayment made in connection with a permanent repayment and termination of commitments, the borrowing and repayment of Loans with respect to at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other and any original Revolving Credit Commitments) which have more than six different Maturity Dates;
(ii) subject to the provisions of Section 5.15(i) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders in accordance with their Revolving Credit Percentages; and
(iii) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such tranche on a better than a pro rata basis as compared to any other tranche with a later maturity date than such tranche;
(h) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiv), (iiv) and (iiivi), be determined by Parent and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche Tranche of Term Loans subject to such Extension Offer; provided that:Offer (except for covenants or other provisions contained herein applicable only to periods after the then latest Maturity Date then in effect);
(iiv) the final maturity date of any Extended Term Loans shall be no earlier than the latest maturity date hereunderMaturity Date then in effect (other than the Maturity Date specified in any other Extension Offer with respect to any other Tranche of Extended Term Loans pursuant to this Section 2.18) and the amortization schedule applicable to Term Loans pursuant to Section 2.07(a), (b), (c) and (cd), as the case may be, for periods prior to the respective Maturity Date may not be increased;
(iiv) the weighted average life to maturity of any Extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the applicable tranche of Term Loans extended thereby;
(iiivi) the permanent repayment of any Extended Term Loans after the applicable Extension date shall be made may participate on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to voluntarily prepay Extended Term Loans on or a better less than pro rata basis (but not greater than a pro rata basis basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as compared to any other tranche with a later maturity date than such tranchespecified in the respective Extension Offer;
(ivii) at no time shall there be more than two different tranches if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments hereunder of the applicable Tranche, as the case may be, in respect of which Lenders with Term Loans or two different tranches Revolving Credit Commitments of such Tranche, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans hereunderor Revolving Credit Commitments, as the case may be, offered to be extended by Parent pursuant to such Extension Offer, then the Term Loans or Revolving Credit Commitments, as the case may be, of such Lenders with Term Loans or Revolving Credit Commitments, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders with Term Loans or Revolving Credit Commitments, as the case may be, have accepted such Extension Offer;
(jviii) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Parent generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent;
(ix) the applicable Minimum Extension Condition shall be satisfied;
(x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent; and
(xi) the Extension shall not become effective unless, on the Revolving proposed effective date of the Extension, (x) Parent shall have delivered to the Administrative Agent a certificate of an authorized officer of each applicable Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Sections 4.03(a) and (b) shall be satisfied (with all references in such Section to any Credit Maturity Date for Extension being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by an authorized officer of Parent certifying as to the satisfaction of such conditions. In connection with each Extension Offer, each relevant Lender, acting in its sole and individual discretion, shall determine whether it wishes to participate in the respective Extension contemplated by such Extension Offer. Any relevant Lender that does not respond to an Extension Offer within the time period contemplated by the applicable Extension Offer shall be deemed to have rejected such Extension Offer. The election of any non-extending Revolving Credit Lendersrelevant Lender to agree to an Extension shall not obligate any other Lender to so agree.
(b) With respect to all Extensions consummated by the Borrowers pursuant to this Section 2.18, (i) the Borrower such Extensions shall repay all outstanding Revolving Credit Loans due and payable to such non-extending Revolving Credit Lenders (together with all accrued and unpaid interest thereon and accrued and unpaid Commitment Feesnot constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05(a), 2.05(b), 2.13 or 11.08 and (ii) each no Tranche of the non-extending Revolving Credit Lenders Extended Term Loans shall be automatically released from their respective risk participation obligations under Section 2.2(b)(iii) with respect to any outstanding Swingline Loans and under Section 3.4 with respect to any outstanding Letters in an amount of Creditless than $50,000,000 (the “Minimum Tranche Amount”), (iii) all outstanding Revolving Credit Loans, risk participation obligations with respect to any outstanding Swingline Loans and risk participation obligations with respect to any outstanding Letters of Credit (unless such Minimum Tranche Amount is waived by the Administrative Agent. The Administrative Agent and the related L/C Obligations) shall be automatically reallocated among Lenders hereby consent to the extending Revolving Credit Lenders based on their Extensions and the other transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (ivbut otherwise subject to Section 11.01(a)) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18, provided that such consent shall not be deemed to be an acceptance of an Extension Offer.
(c) Notwithstanding anything in this Agreement (including Section 11.01) to the extent that the Revolving Credit Outstandings would exceed the Extended Revolving Credit Commitments after giving effect to such reallocation pursuant to the immediately preceding clause (iii)contrary, the Borrower shall prepay Loans or Cash Collateralize Letters of Credit in accordance with Section 2.4(b); and
(k) the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Parent (and the Borrower other applicable Loan Parties) as (and to the extent) may be necessary in order to establish new tranches or sub-tranches Tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical other amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith, in each case on terms consistent with this SectionSection 2.18.
(d) In connection with any Extension, Parent shall provide the Administrative Agent at least 15 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18.
Appears in 1 contract
Samples: Credit Agreement (Colfax CORP)
Extension of Term Loans and Revolving Credit Commitments. Notwithstanding anything to the contrary in this Agreement, the Borrower may make one or more offers (each, an “Extension Offer”) from time to time to all Lenders of any tranche of Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective tranche of Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, to extend the maturity date of each such Lender’s Term Loans of such tranche and/or Revolving Credit Commitments (each, an “Extension”, and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a separate “tranche”). Each Extension shall be subject to the following terms conditions:
(a) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders or immediately prior to the effectiveness of such Extension;
(b) the Borrower shall provide the Administrative Agent at least 10 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice of such Extension, and shall agree to such procedures as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section;
(c) the Administrative Agent and the Lenders may, each in their sole and individual discretion, elect to agree to any Extension Offer, it being understood that any Lender who has not responded to such Extension Offer by the deadline set forth therein shall be deemed to have rejected such Extension Offer;
(d) each such Extension shall require the prior written consent of (i) the Administrative Agent, (ii) each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof), and (iii) with respect to any Extension of the Revolving Credit Commitments, the Issuing Lender and the Swingline Lender;
(i) with respect to any Extension of Revolving Credit Commitments, Revolving Credit Lenders holding at least 50% of the Revolving Credit Commitments to be extended, the Issuing Lender and the Swingline Lender must agree to such Extension and (ii) with respect to any Extension of Term Loans, Term Loan Lenders holding at least 50% of the applicable Term Loans to be extended must agree to such Extension;
(f) the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, for each non-extending Lender shall remain unchanged and the Borrower may, at its sole expense and effort, upon notice to such non-extending Lender and the Administrative Agent, require such non-extending Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.9), its Revolving Credit Commitment and/or Term Loans to an Eligible Assignee;
(g) except as to interest rates, fees and final maturity (which shall be set forth in the relevant Extension Offer), any Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall have the same terms as the original Revolving Credit Commitments (and related outstandings); provided that:
(i) except for (1) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments, the borrowing and repayment of Loans with respect to Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments;
(ii) subject to the provisions of Section 5.15(i) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders in accordance with their Revolving Credit Commitment Percentages; and
(iii) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such tranche on a better than a pro rata basis as compared to any other tranche with a later maturity date than such tranche;
(h) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates (which shall, subject to immediately succeeding clauses (i), (ii) and (iii), be set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer; provided that:
(i) the final maturity date of any Extended Term Loans shall be no earlier than the latest maturity date hereunder;
(ii) the weighted average life to maturity of any Extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the applicable tranche of Term Loans extended thereby;
(iii) the permanent repayment of Extended Term Loans after the applicable Extension date shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to voluntarily prepay Extended Term Loans on a better than a pro rata basis as compared to any other tranche with a later maturity date than such tranche;
(i) at no time shall there be more than two different tranches of Revolving Credit Commitments hereunder or two different tranches of Term Loans hereunder;
(j) on the Revolving Credit Maturity Date for any non-extending Revolving Credit Lenders, (i) the Borrower shall repay all outstanding Revolving Credit Loans due and payable to such non-extending Revolving Credit Lenders (together with all accrued and unpaid interest thereon and accrued and unpaid Commitment Fees), (ii) each of the non-extending Revolving Credit Lenders shall be automatically released from their respective risk participation obligations under Section 2.2(b)(iii) with respect to any outstanding Swingline Loans and under Section 3.4 with respect to any outstanding Letters of Credit, (iii) all outstanding Revolving Credit Loans, risk participation obligations with respect to any outstanding Swingline Loans and risk participation obligations with respect to any outstanding Letters of Credit (and the related L/C Obligations) shall be automatically reallocated among the extending Revolving Credit Lenders based on their Extended Revolving Credit Commitments and (iv) to the extent that the Revolving Credit Outstandings would exceed the Extended Revolving Credit Commitments after giving effect to such reallocation pursuant to the immediately preceding clause (iii), the Borrower shall prepay Loans or Cash Collateralize Letters of Credit in accordance with Section 2.4(b); and
(k) the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith, in each case on terms consistent with this Section.
Appears in 1 contract
Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the Borrower may make terms of this Section 2.18, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Parent to all Lenders of any tranche a Tranche of Term Loans with a like maturity date Maturity Date or Tranche of Revolving Credit Commitments with a like maturity dateMaturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective tranche Tranche of Term Loans with a like Maturity Date or Tranche of Revolving Credit Commitments with a like maturity dateMaturity Date, as the case may be) and on the same terms to each such Lender, Parent is hereby permitted to consummate from time to time following the initial Extension of Credit on or after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date Maturity Date of each such Lender’s Term Loans of such tranche and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, and each group any Extended Term Loans shall constitute a separate Tranche of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as from the original Tranche of Term Loans from which they were converted, and the original any Extended Revolving Credit Commitments (in each case not so extendedshall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), being a separate “tranche”). Each Extension shall be subject to so long as the following terms conditionsare satisfied:
(ai) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders or immediately prior to the effectiveness of such ExtensionLenders;
(b) the Borrower shall provide the Administrative Agent at least 10 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice of such Extension, and shall agree to such procedures as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section;
(c) the Administrative Agent and the Lenders may, each in their sole and individual discretion, elect to agree to any Extension Offer, it being understood that any Lender who has not responded to such Extension Offer by the deadline set forth therein shall be deemed to have rejected such Extension Offer;
(d) each such Extension shall require the prior written consent of (i) the Administrative Agent, (ii) each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof), and (iii) with respect to any Extension of the Revolving Credit Commitments, the Issuing Lender and the Swingline Lender;
(i) with respect to any Extension of Revolving Credit Commitments, Revolving Credit Lenders holding at least 50% of the Revolving Credit Commitments to be extended, the Issuing Lender and the Swingline Lender must agree to such Extension and (ii) with respect to any Extension of Term Loans, Term Loan Lenders holding at least 50% of the applicable Term Loans to be extended must agree to such Extension;
(f) the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, for each non-extending Lender shall remain unchanged and the Borrower may, at its sole expense and effort, upon notice to such non-extending Lender and the Administrative Agent, require such non-extending Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.9), its Revolving Credit Commitment and/or Term Loans to an Eligible Assignee;
(g) except as to interest rates, fees and final maturity (which shall be set forth in maturity, the relevant Extension Offer), applicable Revolving Credit Commitment of any Revolving Credit Commitment Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall have be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings) (except for covenants or other provisions contained herein applicable only to periods after the then latest Maturity Date then in effect); provided that:
that (ix) (I) subject to the provisions of Section 2.01(f), to the extent dealing with Multicurrency RCF Swing Line Loans which mature after the Initial Multicurrency RCF Maturity Date, all Multicurrency RCF Swing Line Loans shall be participated in on a pro rata basis by all Multicurrency RCF Lenders with Multicurrency RCF Commitments in accordance with their Applicable Percentage (and, except as provided in Section 2.01(f), without giving effect to changes thereto on the Initial Multicurrency RCF Maturity Date, with respect to Swing Line Loans theretofore incurred), (II) subject to the provisions of Section 2.01(g), to the extent dealing with Multicurrency RCF Letters of Credit which expire after the Initial Multicurrency RCF Maturity Date, all Multicurrency RCF Letters of Credit shall be participated in on a pro rata basis by all Multicurrency RCF Lenders with Multicurrency RCF Commitments in accordance with their Applicable Percentages (and, except as provided in Section 2.01(g), without giving effect to changes thereto on the Initial Multicurrency RCF Maturity Date, with respect to the Multicurrency RCF Letters of Credit theretofore incurred or issued), (III) subject to the provisions of Section 2.01(h), to the extent dealing with US Dollar RCF Swing Line Loans which mature after the Initial US Dollar RCF Maturity Date, all US Dollar RCF Swing Line Loans shall be participated in on a pro rata basis by all US Dollar RCF Lenders with US Dollar RCF Commitments in accordance with their Applicable Percentage (and, except as provided in Section 2.01(h), without giving effect to changes thereto on the Initial US Dollar RCF Maturity Date, with respect to US Dollar Swing Line Loans theretofore incurred) and (IV) subject to the provisions of Section 2.01(i), to the extent dealing with US Dollar RCF Letters of Credit which expire after the Initial US Dollar RCF Maturity Date, all US Dollar RCF Letters of Credit shall be participated in on a pro rata basis by all US Dollar RCF Lenders with US Dollar RCF Commitments in accordance with their Applicable Percentages (and, except as provided in Section 2.01(i), without giving effect to changes thereto on the Initial US Dollar RCF Maturity Date, with respect to the US Dollar RCF Letters of Credit theretofore incurred or issued), and all borrowings and commitment reductions under Revolving Credit Commitments of the respective Tranche and repayments thereunder shall be made on a pro rata basis (except for (1A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), ) and (2B) repayments required upon the maturity date applicable Maturity Date of the non-extending Revolving Credit Commitments Commitments) and (3y) repayment made in connection with a permanent repayment and termination of commitments, the borrowing and repayment of Loans with respect to at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other and any original Revolving Credit Commitments) which have more than six different Maturity Dates;
(ii) subject to the provisions of Section 5.15(i) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders in accordance with their Revolving Credit Percentages; and
(iii) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such tranche on a better than a pro rata basis as compared to any other tranche with a later maturity date than such tranche;
(h) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiv), (iiv) and (iiivi), be determined by Parent and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche Tranche of Term Loans subject to such Extension Offer; provided that:Offer (except for covenants or other provisions contained herein applicable only to periods after the then latest Maturity Date then in effect);
(iiv) the final maturity date of any Extended Term Loans shall be no earlier than the latest maturity date hereunderMaturity Date then in effect (other than the Maturity Date specified in any other Extension Offer with respect to any other Tranche of Extended Term Loans pursuant to this Section 2.18) and the amortization schedule applicable to Term Loans pursuant to Section 2.07(a), (b) and (c), as the case may be, for periods prior to the respective Maturity Date may not be increased;
(iiv) the weighted average life to maturity of any Extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the applicable tranche of Term Loans extended thereby;
(iiivi) the permanent repayment of any Extended Term Loans after the applicable Extension date shall be made may participate on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to voluntarily prepay Extended Term Loans on or a better less than pro rata basis (but not greater than a pro rata basis basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as compared to any other tranche with a later maturity date than such tranchespecified in the respective Extension Offer;
(ivii) at no time shall there be more than two different tranches if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments hereunder of the applicable Tranche, as the case may be, in respect of which Lenders with Term Loans or two different tranches Revolving Credit Commitments of such Tranche, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans hereunderor Revolving Credit Commitments, as the case may be, offered to be extended by Parent pursuant to such Extension Offer, then the Term Loans or Revolving Credit Commitments, as the case may be, of such Lenders with Term Loans or Revolving Credit Commitments, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders with Term Loans or Revolving Credit Commitments, as the case may be, have accepted such Extension Offer;
(jviii) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Parent generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent;
(ix) the applicable Minimum Extension Condition shall be satisfied;
(x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent; and
(xi) the Extension shall not become effective unless, on the Revolving proposed effective date of the Extension, (x) Parent shall have delivered to the Administrative Agent a certificate of an authorized officer of each applicable Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Sections 4.03(a) and (b) shall be satisfied (with all references in such Section to any Credit Maturity Date for Extension being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by an authorized officer of Parent certifying as to the satisfaction of such conditions. In connection with each Extension Offer, each relevant Lender, acting in its sole and individual discretion, shall determine whether it wishes to participate in the respective Extension contemplated by such Extension Offer. Any relevant Lender that does not respond to an Extension Offer within the time period contemplated by the applicable Extension Offer shall be deemed to have rejected such Extension Offer. The election of any non-extending Revolving Credit Lendersrelevant Lender to agree to an Extension shall not obligate any other Lender to so agree.
(b) With respect to all Extensions consummated by the Borrowers pursuant to this Section 2.18, (i) the Borrower such Extensions shall repay all outstanding Revolving Credit Loans due and payable to such non-extending Revolving Credit Lenders (together with all accrued and unpaid interest thereon and accrued and unpaid Commitment Feesnot constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05(a), 2.05(b), 2.13 or 11.08 and (ii) each no Tranche of the non-extending Revolving Credit Lenders Extended Term Loans shall be automatically released from their respective risk participation obligations under Section 2.2(b)(iii) with respect to any outstanding Swingline Loans and under Section 3.4 with respect to any outstanding Letters in an amount of Creditless than $50,000,000 (the “Minimum Tranche Amount”), (iii) all outstanding Revolving Credit Loans, risk participation obligations with respect to any outstanding Swingline Loans and risk participation obligations with respect to any outstanding Letters of Credit (unless such Minimum Tranche Amount is waived by the Administrative Agent. The Administrative Agent and the related L/C Obligations) shall be automatically reallocated among Lenders hereby consent to the extending Revolving Credit Lenders based on their Extensions and the other transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (ivbut otherwise subject to Section 11.01(a)) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18, provided that such consent shall not be deemed to be an acceptance of an Extension Offer.
(c) Notwithstanding anything in this Agreement (including Section 11.01) to the extent that the Revolving Credit Outstandings would exceed the Extended Revolving Credit Commitments after giving effect to such reallocation pursuant to the immediately preceding clause (iii)contrary, the Borrower shall prepay Loans or Cash Collateralize Letters of Credit in accordance with Section 2.4(b); and
(k) the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Parent (and the Borrower other applicable Loan Parties) as (and to the extent) may be necessary in order to establish new tranches or sub-tranches Tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical other amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith, in each case on terms consistent with this SectionSection 2.18.
(d) In connection with any Extension, Parent shall provide the Administrative Agent at least 15 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18.
Appears in 1 contract
Samples: Credit Agreement (Colfax CORP)
Extension of Term Loans and Revolving Credit Commitments. Notwithstanding anything (a) The Borrowers may at any time and from time to time request that all or a portion of the contrary in this Agreement, the Borrower may make (i) Term Loans of one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) from or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to time extend the scheduled maturity date(s) of any payment of principal with respect to all Lenders or a portion of any tranche principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.19; provided that (i) any such request shall be made by the Borrowers to certain Lenders specified by the Borrowers with Term Loans or Revolving Credit Commitments, as applicable, with a like maturity date (whether under one or Revolving Credit Commitments with a like maturity date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective tranche of Term Loans or on the aggregate Revolving Credit Commitments Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers in their sole discretion. In order to establish any Extended Tranche, the Borrowers shall provide a notice to the Administrative Agent (in such capacity, the “Extended Loans Agent”) (who shall provide a copy of such notice to each of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except that (w) all or any of the final maturity dates of such Extended Tranches shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (x) (A) the interest margins with a like maturity daterespect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) in the case of any Extended Term Tranche, such Extended Term Tranche shall share ratably in any mandatory prepayments of the then outstanding Initial Term Loans pursuant to Section 2.05(b) (or otherwise provide for more favorable mandatory prepayment treatment for the then outstanding Initial Term Loans than such Extended Term Tranche) and (z) in the case of any Extended Term Tranche (other than any Extended Term Tranche in an initial principal amount not in excess of the maximum aggregate principal amount then permitted to be incurred in reliance on the Inside Maturity Basket), so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case may be) to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.19 or otherwise, assignments and on participations of Extended Tranches shall be governed by the same terms or, at the Borrowers’ discretion, more restrictive assignment and participation provisions applicable to each such Lender, to extend the maturity date of each such Lender’s Term Loans of such tranche and/or Revolving Credit Commitments (each, an “Extension”, and each group of Initial Term Loans or Revolving Credit Commitments, as applicable, set forth in each case as Section 10.07. No requested Xxxxxx shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request and the commitment of any L/C Issuer to issue or maintain Letters of Credit shall not be extended pursuant to an extension of any Existing Revolving Tranche pursuant to this Section 2.19 without its written consent. Any Extended Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so extendedestablished on such date). On the Extension Date applicable to any applicable Revolving Tranche under the Revolving Credit Facility, the Borrowers shall prepay the Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders) outstanding on such Extension Date applicable to the relevant Revolving Tranche (and pay any additional amounts required pursuant to Section 3.06) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders), as well as the original Term Loans and case may be, applicable to the original non-extending Revolving Credit Lenders under such Revolving Tranche in accordance with any revised Pro Rata Share of a Revolving Credit Lender in respect of the extended Revolving Credit Facility arising from any non ratable Extension to the Revolving Credit Commitments (in each case not so extended), being a separate “tranche”). Each Extension shall be subject to the following terms conditions:
(a) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders or immediately prior to the effectiveness of such Extension;under this Section 2.19.
(b) the Borrower The Borrowers shall provide the Administrative Agent applicable Extension Request at least 10 ten Business Days (or such shorter period as the Extended Loans Agent may be agreed by the Administrative Agentagree in its sole discretion) prior written notice to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Extended Loans Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. In connection with any extension of Loans pursuant to this Section 2.19 (each, an “Extension”), the Borrowers and Extended Loans Agent shall agree to such procedures as may be established byregarding timing, or acceptable torounding, lender revocation and other administrative adjustments to ensure reasonable administrative management of the Administrative Agentcredit facilities hereunder after such Extension, in each case acting reasonably to accomplish the purposes of this Section;Section 2.19. The Borrowers may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Extended Loans Agent at any time prior to the date on which Lenders under the applicable Existing Term Tranche or Existing Term Tranches are requested to respond to the Extension Request.
(c) the Administrative Agent and the Lenders may, each in their sole and individual discretion, elect to agree to any Extension Offer, it being understood that any Lender who has not responded to such Extension Offer by the deadline set forth therein Extended Tranches shall be deemed established pursuant to have rejected such an amendment (an “Extension Offer;
Amendment”) to this Agreement (dwhich may include amendments to provisions related to maturity, interest margins or fees referenced in clauses (x) each such Extension shall require and (y) of Section 2.19(a), or, in the prior written consent case of Extended Term Tranches, amortization rates referenced in clause (iz) the Administrative Agent, (ii) each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereofSection 2.19(a), and (iii) with respect to any Extension of the Revolving Credit Commitmentswhich, the Issuing Lender and the Swingline Lender;
(i) with respect to any Extension of Revolving Credit Commitmentsin each case, Revolving Credit Lenders holding at least 50% of the Revolving Credit Commitments to be extended, the Issuing Lender and the Swingline Lender must agree to such Extension and (ii) with respect to any Extension of Term Loans, Term Loan Lenders holding at least 50% of the applicable Term Loans to be extended must agree to such Extension;
(f) the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, for each non-extending Lender shall remain unchanged and the Borrower may, at its sole expense and effort, upon notice to such non-extending Lender and the Administrative Agent, require such non-extending Lender to assign and delegate, without recourse (in accordance with and subject except to the restrictions contained in, extent expressly contemplated by the last sentence of this Section 2.19(c) and consents required by, Section 14.9), its Revolving Credit Commitment and/or Term Loans notwithstanding anything to an Eligible Assignee;
(g) except as to interest rates, fees and final maturity (which shall be the contrary set forth in the relevant Extension Offer), any Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandingsSection 10.01, shall have not require the same terms as the original Revolving Credit Commitments (and related outstandings); provided that:
(i) except for (1) payments consent of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments, the borrowing and repayment of Loans with respect to Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments;
(ii) subject to the provisions of Section 5.15(i) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders in accordance with their Revolving Credit Percentages; and
(iii) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such tranche on a better than a pro rata basis as compared to any other tranche with a later maturity date than such tranche;
(h) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates (which shall, subject to immediately succeeding clauses (i), (ii) and (iii), be set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer; provided that:
(i) the final maturity date of any Extended Term Loans shall be no earlier than the latest maturity date hereunder;
(ii) the weighted average life to maturity of any Extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the applicable tranche of Term Loans extended thereby;
(iii) the permanent repayment of Extended Term Loans after the applicable Extension date shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to voluntarily prepay Extended Term Loans on a better than a pro rata basis as compared to any other tranche with a later maturity date than such tranche;
(i) at no time shall there be more than two different tranches of Revolving Credit Commitments hereunder or two different tranches of Term Loans hereunder;
(j) on the Revolving Credit Maturity Date for any non-extending Revolving Credit Lenders, (i) the Borrower shall repay all outstanding Revolving Credit Loans due and payable to such non-extending Revolving Credit Lenders (together with all accrued and unpaid interest thereon and accrued and unpaid Commitment Fees), (ii) each of the non-extending Revolving Credit Lenders shall be automatically released from their respective risk participation obligations under Section 2.2(b)(iii) with respect to any outstanding Swingline Loans and under Section 3.4 with respect to any outstanding Letters of Credit, (iii) all outstanding Revolving Credit Loans, risk participation obligations with respect to any outstanding Swingline Loans and risk participation obligations with respect to any outstanding Letters of Credit (and the related L/C Obligations) shall be automatically reallocated among the extending Revolving Credit Lenders based on their Extended Revolving Credit Commitments and (iv) to the extent that the Revolving Credit Outstandings would exceed the Extended Revolving Credit Commitments after giving effect to such reallocation pursuant to the immediately preceding clause (iii), the Borrower shall prepay Loans or Cash Collateralize Letters of Credit in accordance with Section 2.4(b); and
(k) the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith, in each case on terms consistent with this Section.any
Appears in 1 contract
Extension of Term Loans and Revolving Credit Commitments. Notwithstanding anything to the contrary in this Agreement, the (a) The Borrower may make at any time and from time to time request that all or a portion of the (i) Term Loans of one or more offers Tranches existing at the time of such request (each, an “Extension Offer”"Existing Term Tranche", and the Term Loans of such Tranche, the "Existing Term Loans") from or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an "Existing Revolving Tranche" and together with the Existing Term Tranches, each an "Existing Tranche", and the Revolving Credit Commitments of such Existing Revolving Tranche together with the Existing Term Loans, the "Existing Loans"), in each case, be converted to time extend the scheduled maturity date(s) of any payment of principal with respect to all Lenders or a portion of any tranche principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an "Extended Term Tranche" or "Extended Revolving Tranche", as applicable, and each an "Extended Tranche", and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the "Extended Term Loans" or "Extended Revolving Commitments", as applicable, and collectively, the "Extended Loans") and to provide for other terms consistent with this Section 2.19; provided that (i) any such request shall be made by the Borrower to certain Lenders specified by the Borrower with Term Loans or Revolving Credit Commitments, as applicable, with a like maturity date (whether under one or Revolving Credit Commitments with a like maturity date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective tranche of Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, to extend the maturity date of each such Lender’s Term Loans of such tranche and/or Revolving Credit Commitments (each, an “Extension”, and each group of Term Loans or aggregate Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans ) and the original Revolving Credit Commitments (in each case not so extended), being a separate “tranche”). Each ii) any applicable Minimum Extension Condition shall be subject satisfied unless waived by the Borrower in its sole discretion. In order to the following terms conditions:
(a) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders or immediately prior to the effectiveness of such Extension;
(b) establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent at least 10 Business Days (or in such shorter period as may be agreed by capacity, the Administrative "Extended Loans Agent") prior written notice (who shall provide a copy of such Extensionnotice to each of the requested Lenders of the applicable Existing Tranche) (an "Extension Request") setting forth the proposed terms of the Extended Tranche to be established, and which terms shall agree be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the "Specified Existing Tranche"), except that (w) all or any of the final maturity dates of such procedures as may Extended Tranches shall be established bydelayed to later dates than the final maturity dates of the Specified Existing Tranche, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section;
(cx) (A) the Administrative Agent and the Lenders may, each in their sole and individual discretion, elect to agree to any Extension Offer, it being understood that any Lender who has not responded to such Extension Offer by the deadline set forth therein shall be deemed to have rejected such Extension Offer;
(d) each such Extension shall require the prior written consent of (i) the Administrative Agent, (ii) each Lender agreeing to such Extension interest margins with respect to one the Extended Tranche may be higher or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof), and (iii) with respect to any Extension of the Revolving Credit Commitments, the Issuing Lender and the Swingline Lender;
(i) with respect to any Extension of Revolving Credit Commitments, Revolving Credit Lenders holding at least 50% of the Revolving Credit Commitments to be extended, the Issuing Lender and the Swingline Lender must agree to such Extension and (ii) with respect to any Extension of Term Loans, Term Loan Lenders holding at least 50% of the applicable Term Loans to be extended must agree to such Extension;
(f) the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, for each non-extending Lender shall remain unchanged and the Borrower may, at its sole expense and effort, upon notice to such non-extending Lender and the Administrative Agent, require such non-extending Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.9), its Revolving Credit Commitment and/or Term Loans to an Eligible Assignee;
(g) except as to interest rates, fees and final maturity (which shall be set forth in the relevant Extension Offer), any Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall have the same terms as the original Revolving Credit Commitments (and related outstandings); provided that:
(i) except for (1) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments, the borrowing and repayment of Loans with respect to Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments;
(ii) subject to the provisions of Section 5.15(i) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders in accordance with their Revolving Credit Percentages; and
(iii) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such tranche on a better than a pro rata basis as compared to any other tranche with a later maturity date than such tranche;
(h) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates (which shall, subject to immediately succeeding clauses (i), (ii) and (iii), be set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer; provided that:
(i) the final maturity date of any Extended Term Loans shall be no earlier lower than the latest maturity date hereunder;
(ii) interest margins for the weighted average life to maturity of any Extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the applicable tranche of Term Loans extended thereby;
(iii) the permanent repayment of Extended Term Loans after the applicable Extension date shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to voluntarily prepay Extended Term Loans on a better than a pro rata basis as compared to any other tranche with a later maturity date than such tranche;
(i) at no time shall there be more than two different tranches of Revolving Credit Commitments hereunder or two different tranches of Term Loans hereunder;
(j) on the Revolving Credit Maturity Date for any non-extending Revolving Credit Lenders, (i) the Borrower shall repay all outstanding Revolving Credit Loans due and payable to such non-extending Revolving Credit Lenders (together with all accrued and unpaid interest thereon and accrued and unpaid Commitment Fees), (ii) each of the non-extending Revolving Credit Lenders shall be automatically released from their respective risk participation obligations under Section 2.2(b)(iii) with respect to any outstanding Swingline Loans and under Section 3.4 with respect to any outstanding Letters of Credit, (iii) all outstanding Revolving Credit Loans, risk participation obligations with respect to any outstanding Swingline Loans and risk participation obligations with respect to any outstanding Letters of Credit (and the related L/C Obligations) shall be automatically reallocated among the extending Revolving Credit Lenders based on their Extended Revolving Credit Commitments and (iv) to the extent that the Revolving Credit Outstandings would exceed the Extended Revolving Credit Commitments after giving effect to such reallocation pursuant to the immediately preceding clause (iii), the Borrower shall prepay Loans or Cash Collateralize Letters of Credit in accordance with Section 2.4(b); and
(k) the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith, in each case on terms consistent with this Section.Specified Existing Tranche and/or
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Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the Borrower may make terms of this Section 2.18, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Parent to all Lenders of any tranche a Tranche of Term Loans with a like maturity date Maturity Date or Tranche of Revolving Credit Commitments with a like maturity dateMaturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective tranche Tranche of Term Loans with a like Maturity Date or Tranche of Revolving Credit Commitments with a like maturity dateMaturity Date, as the case may be) and on the same terms to each such Lender, Parent is hereby permitted to consummate from time to time following the initial Extension of Credit on or after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date Maturity Date of each such Lender’s Term Loans of such tranche and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a separate “tranche”). Each Extension shall be subject to the following terms conditions:
(a) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders or immediately prior to the effectiveness of such Extension;
(b) the Borrower shall provide the Administrative Agent at least 10 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice of such Extension, and shall agree to such procedures as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section;
(c) the Administrative Agent and the Lenders may, each in their sole and individual discretion, elect to agree to any Extension Offer, it being understood that any Lender who has not responded to such Extension Offer by the deadline set forth therein shall be deemed to have rejected such Extension Offer;
(d) each such Extension shall require the prior written consent of (i) the Administrative Agent, (ii) each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof), and (iii) with respect to any Extension of the Revolving Credit Commitments, the Issuing Lender and the Swingline Lender;
(i) with respect to any Extension of Revolving Credit Commitments, Revolving Credit Lenders holding at least 50% of the Revolving Credit Commitments to be extended, the Issuing Lender and the Swingline Lender must agree to such Extension and (ii) with respect to any Extension of Term Loans, Term Loan Lenders holding at least 50% of the applicable Term Loans to be extended must agree to such Extension;
(f) the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, for each non-extending Lender shall remain unchanged and the Borrower may, at its sole expense and effort, upon notice to such non-extending Lender and the Administrative Agent, require such non-extending Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.9), its Revolving Credit Commitment and/or Term Loans to an Eligible Assignee;
(g) except as to interest rates, fees and final maturity (which shall be set forth in the relevant Extension Offer), any Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall have the same terms as the original Revolving Credit Commitments (and related outstandings); provided that:
(i) except for (1) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments, the borrowing and repayment of Loans with respect to Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments;
(ii) subject to the provisions of Section 5.15(i) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders in accordance with their Revolving Credit Percentages; and
(iii) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such tranche on a better than a pro rata basis as compared to any other tranche with a later maturity date than such tranche;
(h) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates (which shall, subject to immediately succeeding clauses (i), (ii) and (iii), be set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer; provided that:
(i) the final maturity date of any Extended Term Loans shall be no earlier than the latest maturity date hereunder;
(ii) the weighted average life to maturity of any Extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the applicable tranche constitute a separate Tranche of Term Loans extended thereby;
(iii) from the permanent repayment Tranche of Extended Term Loans after the applicable Extension date from which they were converted, and any Extended Revolving Credit Commitments shall be made on constitute a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to voluntarily prepay Extended Term Loans on a better than a pro rata basis as compared to any other tranche with a later maturity date than such tranche;
(i) at no time shall there be more than two different tranches separate Tranche of Revolving Credit Commitments hereunder or two different tranches of Term Loans hereunder;
(j) on from the Revolving Credit Maturity Date for any non-extending Revolving Credit Lenders, (i) the Borrower shall repay all outstanding Revolving Credit Loans due and payable to such non-extending Revolving Credit Lenders (together with all accrued and unpaid interest thereon and accrued and unpaid Commitment Fees), (ii) each of the non-extending Revolving Credit Lenders shall be automatically released from their respective risk participation obligations under Section 2.2(b)(iii) with respect to any outstanding Swingline Loans and under Section 3.4 with respect to any outstanding Letters of Credit, (iii) all outstanding Revolving Credit Loans, risk participation obligations with respect to any outstanding Swingline Loans and risk participation obligations with respect to any outstanding Letters of Credit (and the related L/C Obligations) shall be automatically reallocated among the extending Revolving Credit Lenders based on their Extended Revolving Credit Commitments and (iv) to the extent that the Revolving Credit Outstandings would exceed the Extended Revolving Credit Commitments after giving effect to such reallocation pursuant to the immediately preceding clause (iii), the Borrower shall prepay Loans or Cash Collateralize Letters of Credit in accordance with Section 2.4(b); and
(k) the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect Tranche of Revolving Credit Commitments or Term Loans from which they were converted), so extended and such technical amendments long as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith, in each case on following terms consistent with this Section.are satisfied:
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Samples: Credit Agreement (Colfax CORP)
