Extensions of Maturity Date. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the ABL Administrative Borrower to all Lenders holding any Class of Revolving Credit Commitments or FILO Term Loans, as applicable, in each case with a like maturity date and on a pro rata basis (based on the aggregate outstanding principal amount of the Revolving Credit Commitments or FILO Term Loans of such Class, as applicable) and on the same terms to each such Lender, the ABL Administrative Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Credit Commitments or FILO Term Loans, as applicable, and otherwise modify the terms of such Revolving Credit Commitments or FILO Term Loans, as applicable, pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Credit Commitments (and related outstandings) or FILO Term Loans, as applicable (each, an “Extension”, and each group of Revolving Credit Commitments or FILO Term Loans, as so extended, as well as the original Revolving Credit Commitments or FILO Term Loans not so extended, being a “tranche” and a Class hereunder; any Extended Revolving Credit Commitments or Extended FILO Term Loans shall constitute a separate tranche and Class of Revolving Credit Commitments or FILO Term Loans from the tranche and Class of Revolving Credit Commitments or FILO Term Loans from which they were converted, as applicable), so long as the following terms are satisfied: (i) except as to pricing (interest rate, fees, funding discounts and prepayment premiums (and which shall not be subject to any “most favored nation” pricing provisions)), maturity, required prepayment dates and participation in prepayments (which shall be set forth in the relevant Extension Offer), the Revolving Credit Commitment and FILO Term Loans of any Lender that agrees to an Extension with respect to such Revolving Credit Commitment or FILO Term Loans (an “Extending Revolving Credit Lender” or “Extending FILO Term Loan Lender”, and collectively, “Extending Lenders”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment” or “Extended FILO Term Loan”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) or FILO Term Loan with the same terms as the original Revolving Credit Commitments (and related outstandings) or FILO Term Loans, as applicable; provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) or Extended FILO Term Loans, as applicable, (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments or FILO Term Loans, as applicable and (C) repayment made in connection with a permanent repayment (and termination of commitments with respect to Revolving Credit Commitments)) of Loans with respect to Extended Revolving Credit Commitments and Extended FILO Term Loans after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments or FILO Term Loans, as applicable, (2) the permanent prepayment 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 Borrowers shall be permitted to permanently prepay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (3) the permanent prepayment of FILO Term Loans after the applicable Extension date shall be made on a pro rata basis with all other FILO Term Loans, except that the Borrowers shall be permitted to permanently prepay any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (4) assignments and participations of Extended Revolving Credit Commitments, Extended FILO Term Loans and extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments, Revolving Credit Loans and FILO Term Loans, as applicable, and (5) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates, (ii) if the aggregate principal amount of Revolving Credit Commitments or FILO Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or FILO Term Loans offered to be extended by the ABL Administrative Borrower pursuant to such Extension Offer, as applicable, Revolving Credit Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (iii) all documentation in respect of such Extension shall be consistent with the foregoing and (iv) any applicable Minimum Extension Condition shall be satisfied at the option of the ABL Administrative Borrower. (b) With respect to all Extensions consummated by the Borrowers pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 or Section 2.15 and (ii) at the option of the Administrative Borrower, an Extension Offer may specify the minimum amount of Revolving Credit Commitments or FILO Term Loans to be extended, which shall be in an integral multiple of $1,000,000 and an aggregate principal amount that is not less than $10,000,000 (or if less, the remaining outstanding principal amount of a given Class) (or such lesser minimum amount reasonably approved by the Administrative Agent) (a “Minimum Extension Condition”). The transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Credit Commitments or Extended FILO Term Loans on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (including, without limitation, Sections 2.13 and 2.21) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section shall not apply to any of the transactions effected pursuant to this Section 2.26. (c) The consent of the Administrative Agent shall not be required to effectuate any Extension. No consent of any Lender or any other Person shall be required to effectuate any Extension, other than (A) the consent of the ABL Administrative Borrower and each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments or FILO Term Loans (or a portion thereof) and (B) solely to the extent the obligations of any Issuing Lender to issue Letters of Credit or the Swingline Lender to provide Swingline Loans is being extended pursuant to the applicable Extension Amendment, the consent of any Issuing Bank and Swingline Lender with respect to Extended Revolving Credit Commitments, which consent shall not be unreasonably withheld, conditioned or delayed. All Extended Revolving Credit Commitments, Extended FILO Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (which shall be reasonably satisfactory to the Administrative Agent) (an “Extension Amendment”) with the ABL Administrative Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or FILO Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the ABL Administrative Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section. In addition, with respect to Extended Revolving Credit Commitments, if so provided in such amendment and with the consent of the Issuing Banks, participations in Letters of Credit expiring on or after the Maturity Date in respect of the Revolving Credit Facility shall be re-allocated from Lenders holding Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Extension, the ABL Administrative Borrower shall provide the Administrative Agent at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), 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 2.26.
Appears in 1 contract
Extensions of Maturity Date. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the ABL Administrative Borrower Company to all Lenders holding 86420711.6 of any Class tranche of Revolving Credit MC Commitments or FILO Term Loans, as applicableUSD Commitments with a like maturity date, in each case with a like maturity date and on a pro rata basis (based on the aggregate outstanding principal amount of the Revolving Credit respective tranche of MC Commitments or FILO Term Loans of such ClassUSD Commitments with a like maturity date, as applicablethe case may be) and on the same terms to each such Lender, the ABL Administrative each Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Credit MC Commitments or FILO Term LoansUSD Commitments, as applicablethe case may be, of such tranche and otherwise modify the terms of such Revolving Credit Commitments or FILO Term Loans, as applicable, pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Credit Commitments (and related outstandings)) or FILO Term Loans, as applicable (each, an “Extension”, and each group of Revolving Credit MC Commitments or FILO Term LoansUSD Commitments, as applicable, in each case as so extended, as well as the original Revolving Credit MC Commitments or FILO Term Loans and the original USD Commitments (in each case not so extended), being a separate “tranche” and a Class hereunder”; any Extended Revolving Credit MC Commitments or Extended FILO Term Loans shall constitute a separate tranche and Class of Revolving Credit MC Commitments or FILO Term Loans from the tranche of MC Commitments from which they were converted and Class any Extended USD Commitments shall constitute a separate tranche of Revolving Credit USD Commitments or FILO Term Loans from the tranche of USD Commitments from which they were converted, as applicable), so long as the following terms are satisfied: :
(i) no Default exists 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;
(ii) except as to pricing (interest raterates, fees, funding discounts fees and prepayment premiums (and which shall not be subject to any “most favored nation” pricing provisions)), maturity, required prepayment dates and participation in prepayments final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit MC Commitment and FILO Term Loans or USD Commitment, as the case may be, of any Lender that agrees to an Extension with respect to such Revolving Credit Commitment or FILO Term Loans (each, an “Extending Revolving Credit Lender” or “Extending FILO Term Loan Lender”, and collectively, “Extending Lenders”) extended pursuant to an Extension (each, an “Extended Revolving Credit MC Commitment” or “Extended FILO Term LoanUSD Commitment”, as applicable), and the related outstandings, shall be a Revolving Credit MC Commitment (or related outstandings, as the case may be) or FILO Term Loan a USD Commitment (or related outstandings, as the case may be), as applicable, with the same terms as the original Revolving Credit MC Commitments (and related outstandings) or FILO Term Loansthe original USD Commitments (and related outstandings), as applicable; provided that that:
(1A) the borrowing and repayment (except for (A1) payments of interest and fees at different rates on Extended Revolving Credit MC Commitments (and related outstandings) or Extended FILO Term Loans, as applicableUSD Commitments (and related outstandings), (B2) repayments required upon the maturity date of the non-extending Revolving Credit MC Commitments or FILO Term Loans, as applicable USD Commitments and (C3) repayment made in connection with a permanent repayment (and termination of commitments with respect to Revolving Credit Commitments)commitments) of Loans with respect to Extended Revolving Credit Commitments and Extended FILO Term Loans after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit MC Commitments or FILO Term Loans, as applicable, (2) the permanent prepayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit USD Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit MC Commitments or USD Commitments, except that as the Borrowers case may be;
(B) all Swing Line Loans, Letters of Credit and Bankers’ Acceptances shall be permitted to permanently prepay and terminate commitments of any such Class participated on a better than a pro rata basis as compared to any other Class by all Lenders with a later maturity date than such Class, USD Commitments in accordance with their Applicable (3USD) Percentages;
(C) the permanent prepayment repayment of FILO Term Loans with respect to, and termination of, Extended MC Commitments or Extended USD Commitments after the applicable Extension date shall be made on a pro rata basis with all other FILO Term LoansMC Commitments or USD Commitments, as the case may be, except that the Borrowers shall be permitted to permanently prepay repay and terminate commitments of any such Class tranche on a better than a pro rata basis as compared to any other Class tranche with a later maturity date than such Class, tranche; and
(4D) assignments and participations of Extended Revolving Credit Commitments, MC Commitments or Extended FILO Term Loans USD Commitments and extended Revolving Credit Loans related thereto shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments, Revolving Credit MC Commitments and Loans related thereto or USD Commitments and FILO Term LoansLoans related thereto, as applicable, and ;
(5) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates, (iiiii) if the aggregate principal amount of Revolving Credit MC Commitments or FILO Term Loans USD Commitments, as the case may be, in respect of which Committed (MC) Lenders or Committed (USD) Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit MC Commitments or FILO Term Loans USD Commitments, as the case may be, offered to be extended by the ABL Administrative Borrower Company pursuant to such Extension Offer, then the MC Commitments or USD Commitments, as applicablethe case may be, Revolving Credit Commitments and Loans of such Committed (MC) Lenders or Committed (USD) Lenders, 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 Committed (MC) Lenders or Committed (USD) Lenders, as the case may be, have accepted such Extension Offer, ; and
(iiiiv) all documentation in respect of such Extension shall be consistent with the foregoing and (iv) any applicable Minimum Extension Condition shall be satisfied at the option of the ABL Administrative Borrowerforegoing.
(b) With respect to all Extensions consummated by the Borrowers pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 or Section 2.15 2.05 and (ii) at the option of unless otherwise agreed to by the Administrative BorrowerAgent, an each Extension Offer may specify the minimum amount of Revolving Credit Commitments or FILO Term Loans to be extended, which shall be in an integral multiple of $1,000,000 and an aggregate a minimum principal amount that is not less than (to be specified in the relevant Extension Offer) for the applicable tranche to be extended of (A) $10,000,000 30,000,000 with respect to MC Commitments and (or B) $200,000,000 with respect to USD Commitments (in each case, or, if less, the remaining outstanding principal amount of a given Class) (or such lesser minimum amount reasonably approved by the Administrative Agent) (a “Minimum Extension Condition”tranche). The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Credit MC Commitments or and/or Extended FILO Term Loans USD Commitments on the such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.13 and 2.21) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section shall not apply to any of the transactions effected pursuant to this Section 2.26Section.
(c) The consent of the Administrative Agent shall not be required to effectuate any Extension. No consent of any Lender or any other Person the Administrative Agent shall be required to effectuate any Extension, other than (Ai) the consent of the ABL Administrative Borrower and each Lender agreeing to such Extension with respect to one or more of its Revolving Credit MC Commitments or FILO Term Loans and/or USD Commitments (or a portion thereof) and (Bii) solely with respect to any Extension of the extent the obligations of any Issuing Lender to issue Letters of Credit or the Swingline Lender to provide Swingline Loans is being extended pursuant to the applicable Extension AmendmentUSD Commitments, the consent of any Issuing Bank the L/C 86420711.6 Issuer and Swingline Lender with respect to Extended Revolving Credit Commitmentsthe Swing Line Lender, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. All Extended Revolving Credit MC Commitments, Extended FILO Term Loans USD Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (which shall be reasonably satisfactory to the Administrative Agent) (an “Extension Amendment”) with the ABL Administrative Borrower Borrowers as may be necessary in order to establish new tranches or sub-sub- tranches in respect of Revolving Credit MC Commitments or FILO Term Loans USD Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the ABL Administrative Borrower Borrowers in connection with the establishment of such new tranches or sub-sub- tranches, in each case on terms consistent with this Section. In addition, with respect to Extended Revolving Credit Commitments, if so provided in such amendment and with the consent of the Issuing BanksL/C Issuer, participations in Letters of Credit and Bankers’ Acceptances expiring on or after the Maturity Date in respect of the Revolving Credit Committed (USD) Facility shall be re-allocated from Lenders holding Revolving Credit USD Commitments to Lenders holding Extended Revolving Credit USD Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit USD Commitments, be deemed to be participation interests in respect of such Revolving Credit USD Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions Extension, to the extent reasonably determined by the Administrative Agent, the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date latest maturity date so that such maturity date is extended to the then Latest Maturity Date latest maturity date hereunder (or such later date as may be advised by local outside counsel to the Administrative Agent).
(d) In connection with any Extension, the ABL Administrative Borrower Company shall provide the Administrative Agent at least five 20 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), 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 2.26.Section, and such reasonable increases in the annual administrative agency fee as the Administrative Agent shall reasonably request in order to fairly compensate the Administrative Agent for the additional administrative management of the credit facilities hereunder after such Extension. 86420711.6
Appears in 1 contract
Samples: Credit Agreement (Mastec Inc)
Extensions of Maturity Date. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the ABL Administrative Borrower Company to all Lenders holding of any Class tranche of Revolving Credit MC Commitments or FILO Term Loans, as applicableUSD Commitments with a like maturity date, in each case with a like maturity date and on a pro rata basis (based on the aggregate outstanding principal amount of the Revolving Credit respective tranche of MC Commitments or FILO Term Loans of such ClassUSD Commitments with a like maturity date, as applicablethe case may be) and on the same terms to each such Lender, the ABL Administrative each Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Credit MC Commitments or FILO Term LoansUSD Commitments, as applicablethe case may be, of such tranche and otherwise modify the terms of such Revolving Credit Commitments or FILO Term Loans, as applicable, pursuant to the terms of the 150575819 relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Credit Commitments (and related outstandings)) or FILO Term Loans, as applicable (each, an “Extension”, and each group of Revolving Credit MC Commitments or FILO Term LoansUSD Commitments, as applicable, in each case as so extended, as well as the original Revolving Credit MC Commitments or FILO Term Loans and the original USD Commitments (in each case not so extended), being a separate “tranche” and a Class hereunder”; any Extended Revolving Credit MC Commitments or Extended FILO Term Loans shall constitute a separate tranche and Class of Revolving Credit MC Commitments or FILO Term Loans from the tranche of MC Commitments from which they were converted and Class any Extended USD Commitments shall constitute a separate tranche of Revolving Credit USD Commitments or FILO Term Loans from the tranche of USD Commitments from which they were converted, as applicable), so long as the following terms are satisfied: :
(i) no Default exists 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;
(ii) except as to pricing (interest raterates, fees, funding discounts fees and prepayment premiums (and which shall not be subject to any “most favored nation” pricing provisions)), maturity, required prepayment dates and participation in prepayments final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit MC Commitment and FILO Term Loans or USD Commitment, as the case may be, of any Lender that agrees to an Extension with respect to such Revolving Credit Commitment or FILO Term Loans (each, an “Extending Revolving Credit Lender” or “Extending FILO Term Loan Lender”, and collectively, “Extending Lenders”) extended pursuant to an Extension (each, an “Extended Revolving Credit MC Commitment” or “Extended FILO Term LoanUSD Commitment”, as applicable), and the related outstandings, shall be a Revolving Credit MC Commitment (or related outstandings, as the case may be) or FILO Term Loan a USD Commitment (or related outstandings, as the case may be), as applicable, with the same terms as the original Revolving Credit MC Commitments (and related outstandings) or FILO Term Loansthe original USD Commitments (and related outstandings), as applicable; provided that that:
(1A) the borrowing and repayment (except for (A1) payments of interest and fees at different rates on Extended Revolving Credit MC Commitments (and related outstandings) or Extended FILO Term Loans, as applicableUSD Commitments (and related outstandings), (B2) repayments required upon the maturity date of the non-extending Revolving Credit MC Commitments or FILO Term Loans, as applicable USD Commitments and (C3) repayment made in connection with a permanent repayment (and termination of commitments with respect to Revolving Credit Commitments)commitments) of Loans with respect to Extended Revolving Credit Commitments and Extended FILO Term Loans after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit MC Commitments or FILO Term Loans, as applicable, (2) the permanent prepayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit USD Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit MC Commitments or USD Commitments, except that as the Borrowers case may be;
(B) all Swing Line Loans, Letters of Credit and Bankers’ Acceptances shall be permitted to permanently prepay and terminate commitments of any such Class participated on a better than a pro rata basis as compared to any other Class by all Lenders with a later maturity date than such Class, USD Commitments in accordance with their Applicable (3USD) Percentages;
(C) the permanent prepayment repayment of FILO Term Loans with respect to, and termination of, Extended MC Commitments or Extended USD Commitments after the applicable Extension date shall be made on a pro rata basis with all other FILO Term LoansMC Commitments or USD Commitments, as the case may be, except that the Borrowers shall be permitted to permanently prepay repay and terminate commitments of any such Class tranche on a better than a pro rata basis as compared to any other Class tranche with a later maturity date than such Class, tranche; and
(4D) assignments and participations of Extended Revolving Credit Commitments, MC Commitments or Extended FILO Term Loans USD Commitments and extended Revolving Credit Loans related thereto shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments, Revolving Credit Loans and FILO Term Loans, as applicable, and (5) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates, (ii) if the aggregate principal amount of Revolving Credit Commitments or FILO Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or FILO Term Loans offered to be extended by the ABL Administrative Borrower pursuant to such Extension Offer, as applicable, Revolving Credit Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (iii) all documentation in respect of such Extension shall be consistent with the foregoing and (iv) any applicable Minimum Extension Condition shall be satisfied at the option of the ABL Administrative Borrower.
(b) With respect to all Extensions consummated by the Borrowers pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 or Section 2.15 and (ii) at the option of the Administrative Borrower, an Extension Offer may specify the minimum amount of Revolving Credit Commitments or FILO Term Loans to be extended, which shall be in an integral multiple of $1,000,000 and an aggregate principal amount that is not less than $10,000,000 (or if less, the remaining outstanding principal amount of a given Class) (or such lesser minimum amount reasonably approved by the Administrative Agent) (a “Minimum Extension Condition”). The transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Credit Commitments or Extended FILO Term Loans on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (including, without limitation, Sections 2.13 and 2.21) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section shall not apply to any of the transactions effected pursuant to this Section 2.26.
(c) The consent of the Administrative Agent shall not be required to effectuate any Extension. No consent of any Lender or any other Person shall be required to effectuate any Extension, other than (A) the consent of the ABL Administrative Borrower and each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments or FILO Term Loans (or a portion thereof) and (B) solely to the extent the obligations of any Issuing Lender to issue Letters of Credit or the Swingline Lender to provide Swingline Loans is being extended pursuant to the applicable Extension Amendment, the consent of any Issuing Bank and Swingline Lender with respect to Extended Revolving Credit Commitments, which consent shall not be unreasonably withheld, conditioned or delayed. All Extended Revolving Credit Commitments, Extended FILO Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (which shall be reasonably satisfactory to the Administrative Agent) (an “Extension Amendment”) with the ABL Administrative Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or FILO Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the ABL Administrative Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section. In addition, with respect to Extended Revolving Credit Commitments, if so provided in such amendment and with the consent of the Issuing Banks, participations in Letters of Credit expiring on or after the Maturity Date in respect of the Revolving Credit Facility shall be re-allocated from Lenders holding Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the ABL Administrative Borrower shall provide the Administrative Agent at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), 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 2.26.
Appears in 1 contract
Samples: Credit Agreement (Mastec Inc)
Extensions of Maturity Date. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the ABL Administrative Borrower Company to all Lenders holding Lenders, any Class tranche of Revolving Credit Commitments or FILO Term Loans, as applicablewith a like Maturity Date, in each case with a like maturity date and on a pro rata basis (based on the aggregate outstanding principal amount of the Revolving Credit Commitments or FILO Term Loans of such Class, as applicableCommitments) and on the same terms to each such Lender, the ABL Administrative Borrower Company, on behalf of the Borrowers, is hereby permitted to consummate from time to time 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 Revolving Credit Commitments or FILO Term Loans, as applicable, and otherwise modify the terms of such Revolving Credit Commitments or FILO Term Loans, as applicable, pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Credit Commitments (and related outstandings) or FILO Term Loans, as applicable (each, an “Extension”, ,” and each group of Revolving Credit Commitments or FILO Term LoansCommitments, as so extended, as well as the original Revolving Credit Commitments or FILO Term Loans not so extended, being a “tranche” and a Class hereunder”; any Extended Revolving Credit Commitments or shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted; any Extended FILO Term Loans shall constitute a separate tranche and Class of Revolving Credit Commitments or FILO Term Loans from the tranche and Class of Revolving Credit Commitments or FILO Term Loans from which they were converted, as applicable), so long as the following terms are satisfied: :
(i) 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,
(ii) except as to pricing (interest raterates, fees, funding discounts fees and prepayment premiums (and which shall not be subject to any “most favored nation” pricing provisions)), maturity, required prepayment dates and participation in prepayments the Maturity Date (which shall be determined by the Company and the Lenders that agree to such Extension Offer and set forth in the relevant Extension Offer), (a) the Revolving Credit Commitment and FILO Term Loans of any Lender that agrees to an Extension with respect to such Revolving Credit Commitment or FILO Term Loans (an “Extending Revolving Credit Lender” or “Extending FILO Term Loan Lender”, and collectively, “Extending Lenders”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment” ”), and the related Loans and other outstandings thereunder, shall be a Commitment (or related Loans and other outstandings, as the case may be) with the same terms as the terms of any other non-extending tranche of Commitments (and related Loans and other outstandings) and (b) the Incremental Term Loans of any Extending Lender extended pursuant to an Extension (an “Extended FILO Term Loan”), and the related outstandingsoutstandings thereunder, shall be a Revolving Credit Commitment Loan (or other related outstandings, as the case may be) or FILO Term Loan with the same terms as the original Revolving Credit Commitments terms of any other non-extending tranche of Loans (and other related outstandings) or FILO Term Loans, as applicable); provided that that, in each case (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related Loans and other outstandings) or Extended FILO Term LoansLoans (and other related outstandings), as applicable, (B) repayments required upon the maturity date Maturity Date of the non-extending Revolving Credit Commitments or FILO Term Loans, as applicable applicable, and (C) repayment made in connection with a permanent repayment (and termination of commitments with respect or outstandings, as applicable (provided, however, that no Extended Commitment shall provide for mandatory commitment reductions prior to Revolving Credit Commitmentsthe Latest Maturity Date)) of Loans with respect to Extended Revolving Credit Commitments and or Extended FILO Term Loans Loans, as applicable, after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments or FILO Term Loans, as applicable, (2) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Commitments with a later Maturity Date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their respective Pro Rata Shares (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent prepayment repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments or Extended Term Loans, as applicable, after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit CommitmentsCommitments or Loans, as applicable, except that the Borrowers shall be permitted to permanently prepay repay and terminate commitments Commitments or Loans, as applicable, of any such Class tranche on a better than a pro rata basis as compared to any other Class tranche with a later maturity date than such Class, (3) the permanent prepayment of FILO Term Loans after the applicable Extension date shall be made on a pro rata basis with all other FILO Term Loans, except that the Borrowers shall be permitted to permanently prepay any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, tranche and (4) assignments and participations of Extended Revolving Credit Commitments, the Extended FILO Term Revolving Loans and extended Revolving Credit the Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments, Revolving Credit Loans Commitments and FILO Term Loans, as applicable, and (5) at no time shall there be Revolving Credit Commitments or Loans hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which that have more than three 3 different maturity dates, ,
(iiiii) if the aggregate principal amount of Revolving Credit Commitments or FILO Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or FILO Term Loans Loans, as applicable, offered to be extended by the ABL Administrative Borrower Company pursuant to such Extension Offer, as applicable, Revolving Credit Commitments and then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, ,
(iiiiv) all documentation in respect of such Extension shall be consistent with the foregoing and foregoing, and
(ivv) any applicable Minimum Extension Condition shall be satisfied at the option of the ABL Administrative Borrowerunless waived by Company.
(b) With respect to all Extensions consummated by the Borrowers Company pursuant to this SectionSection 2.18, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments or commitment reductions for purposes of Section 2.13 Sections 2.05, 2.06, 2.12 or Section 2.15 2.13, and (ii) at the option of the Administrative Borrower, an no Extension Offer may specify the is required to be in any minimum amount of Revolving Credit Commitments or FILO Term Loans to be extended, which shall be in an integral multiple of $1,000,000 and an aggregate principal amount any minimum increment; provided that is not less than $10,000,000 (or if less, the remaining outstanding principal amount of Company may at their election specify as a given Class) (or such lesser minimum amount reasonably approved by the Administrative Agent) condition (a “Minimum Extension Condition”)) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Company’s sole discretion and which may be waived by the Company) of Commitments or Loans, as applicable, of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, the payment of any interest, interest or fees or premium in respect of any Extended Revolving Credit Commitments or Extended FILO Term Loans on such the terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (including, without limitation, Sections 2.13 and 2.21) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section shall not apply to any of the transactions effected pursuant to this Section 2.26.
(c) The consent of the Administrative Agent shall not be required to effectuate any Extension. No consent of any Lender or any the Administrative Agent (other Person than to the extent set forth in Section 11.07(b)) shall be required to effectuate any Extension, other than (A) the consent of the ABL Administrative Borrower and each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments (or FILO Term a portion thereof) or one or more of its Loans (or a portion thereof) and (B) solely with respect to the extent the obligations of any Issuing Lender ability to issue obtain Letters of Credit under any Extension of any tranche of Commitments or the Swingline Lender to provide Swingline Loans is being extended pursuant to the applicable Extension AmendmentLoans, as applicable, the consent of any Issuing Bank the Administrative Agent and Swingline Lender with respect to Extended Revolving Credit Commitmentseach L/C Issuer, which consent shall not be unreasonably withheld, conditioned withheld or delayed. All Extended Revolving Credit Commitments, Commitments and all Extended FILO Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu or junior basis with all other applicable Obligations under this Agreement and the other Loan DocumentsDocuments or which shall be unsecured, in each case as set forth in the Extension Offer. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (which shall be reasonably satisfactory to the Administrative Agent) (an “Extension Amendment”) with the ABL Administrative Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or FILO Term Loans so extended and such technical amendments Company as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the ABL Administrative Borrower Company to effect the provisions of this Section 2.18, including in connection with the establishment of such order to establish new tranches or sub-tranches, tranches in each case on terms consistent with this Sectionrespect of Commitments or Loans so extended and such technical amendments as may be necessary or appropriate in connection therewith. In addition, with respect to Extended Revolving Credit Commitments, if so provided in such amendment and with the consent of the Issuing Bankseach L/C Issuer, participations in Letters of Credit expiring on or after the latest Maturity Date in respect of the then-existing Revolving Credit Facility Commitments shall be re-allocated from Lenders holding Revolving Credit Commitments thereunder to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the ABL Administrative Borrower Company shall provide the Administrative Agent at least five 10 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), 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 2.262.18.
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Extensions of Maturity Date. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the ABL Administrative Borrower Company to all Lenders holding Lenders, any Class tranche of Revolving Credit Commitments or FILO Term Loans, as applicablewith a like Maturity Date, in each case with a like maturity date and on a pro rata basis (based on the aggregate outstanding principal amount of the Revolving Credit Commitments or FILO Term Loans of such Class, as applicableCommitments) and on the same terms to each such Lender, the ABL Administrative Borrower Company, on behalf of the Borrowers, is hereby permitted to consummate from time to time 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 Revolving Credit Commitments or FILO Term Loans, as applicable, and otherwise modify the terms of such Revolving Credit Commitments or FILO Term Loans, as applicable, pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Credit Commitments (and related outstandings) or FILO Term Loans, as applicable (each, an “Extension”, ,” and each group of Revolving Credit Commitments or FILO Term LoansCommitments, as so extended, as well as the original Revolving Credit Commitments or FILO Term Loans not so extended, being a “tranche” and a Class hereunder”; any Extended Revolving Credit Commitments or shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted; any Extended FILO Term Loans shall constitute a separate tranche and Class of Revolving Credit Commitments or FILO Term Loans from the tranche and Class of Revolving Credit Commitments or FILO Term Loans from which they were converted, as applicable), so long as the following terms are satisfied: :
(i) 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,
(ii) except as to pricing (interest raterates, fees, funding discounts fees and prepayment premiums (and which shall not be subject to any “most favored nation” pricing provisions)), maturity, required prepayment dates and participation in prepayments the Maturity Date (which shall be determined by the Company and the Lenders that agree to such Extension Offer and set forth in the relevant Extension Offer), (a) the Revolving Credit Commitment and FILO Term Loans of any Lender that agrees to an Extension with respect to such Revolving Credit Commitment or FILO Term Loans (an “Extending Revolving Credit Lender” or “Extending FILO Term Loan Lender”, and collectively, “Extending Lenders”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment” ”), and the related Loans and other outstandings thereunder, shall be a Commitment (or related Loans and other outstandings, as the case may be) with the same terms as the terms of any other non-extending tranche of Commitments (and related Loans and other outstandings) and (b) the Incremental Term Loans of any Extending Lender extended pursuant to an Extension (an “Extended FILO Term Loan”), and the related outstandingsoutstandings thereunder, shall be a Revolving Credit Commitment Loan (or other related outstandings, as the case may be) or FILO Term Loan with the same terms as the original Revolving Credit Commitments terms of any other non-extending tranche of Loans (and other related outstandings) or FILO Term Loans, as applicable); provided that that, in each case (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related Loans and other outstandings) or Extended FILO Term LoansLoans (and other related outstandings), as applicable, (B) repayments required upon the maturity date Maturity Date of the non-extending Revolving Credit Commitments or FILO Term Loans, as applicable applicable, and (C) repayment made in connection with a permanent repayment (and termination of commitments with respect or outstandings, as applicable (provided, however, that no Extended Commitment shall provide for mandatory commitment reductions prior to Revolving Credit Commitmentsthe Latest Maturity Date)) of Loans with respect to Extended Revolving Credit Commitments and or Extended FILO Term Loans Loans, as applicable, after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments or FILO Term Loans, as applicable, (2) subject to the provisions of Sections 2.03(l) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Commitments with a later Maturity Date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their respective Pro Rata Shares (and except as provided in Sections 2.03(l) and 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent prepayment repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments or Extended Term Loans, as applicable, after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit CommitmentsCommitments or Loans, as applicable, except that the Borrowers shall be permitted to permanently prepay repay and terminate commitments Commitments or Loans, as applicable, of any such Class tranche on a better than a pro rata basis as compared to any other Class tranche with a later maturity date than such Class, (3) the permanent prepayment of FILO Term Loans after the applicable Extension date shall be made on a pro rata basis with all other FILO Term Loans, except that the Borrowers shall be permitted to permanently prepay any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, tranche and (4) assignments and participations of Extended Revolving Credit Commitments, the Extended FILO Term Revolving Loans and extended Revolving Credit the Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments, Revolving Credit Loans Commitments and FILO Term Loans, as applicable, and (5) at no time shall there be Revolving Credit Commitments or Loans hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which that have more than three 3 different maturity dates, ,
(iiiii) if the aggregate principal amount of Revolving Credit Commitments or FILO Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or FILO Term Loans Loans, as applicable, offered to be extended by the ABL Administrative Borrower Company pursuant to such Extension Offer, as applicable, Revolving Credit Commitments and then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, ,
(iiiiv) all documentation in respect of such Extension shall be consistent with the foregoing and foregoing, and
(ivv) any applicable Minimum Extension Condition shall be satisfied at the option of the ABL Administrative Borrowerunless waived by Company.
(b) With respect to all Extensions consummated by the Borrowers Company pursuant to this SectionSection 2.18, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments or commitment reductions for purposes of Section 2.13 Sections 2.05, 2.06, 2.12 or Section 2.15 2.13, and (ii) at the option of the Administrative Borrower, an no Extension Offer may specify the is required to be in any minimum amount of Revolving Credit Commitments or FILO Term Loans to be extended, which shall be in an integral multiple of $1,000,000 and an aggregate principal amount any minimum increment; provided that is not less than $10,000,000 (or if less, the remaining outstanding principal amount of Company may at their election specify as a given Class) (or such lesser minimum amount reasonably approved by the Administrative Agent) condition (a “Minimum Extension Condition”)) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Company’s sole discretion and which may be waived by the Company) of Commitments or Loans, as applicable, of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, the payment of any interest, interest or fees or premium in respect of any Extended Revolving Credit Commitments or Extended FILO Term Loans on such the terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (including, without limitation, Sections 2.13 and 2.21) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section shall not apply to any of the transactions effected pursuant to this Section 2.26.
(c) The consent of the Administrative Agent shall not be required to effectuate any Extension. No consent of any Lender or any the Administrative Agent (other Person than to the extent set forth in Section 11.07(b)) shall be required to effectuate any Extension, other than (A) the consent of the ABL Administrative Borrower and each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments (or FILO Term a portion thereof) or one or more of its Loans (or a portion thereof) and (B) solely with respect to the extent the obligations of any Issuing Lender ability to issue obtain Letters of Credit under any Extension of any tranche of Commitments or the Swingline Lender to provide Swingline Loans is being extended pursuant to the applicable Extension AmendmentLoans, as applicable, the consent of any Issuing Bank the Administrative Agent and Swingline Lender with respect to Extended Revolving Credit Commitmentseach L/C Issuer, which consent shall not be unreasonably withheld, conditioned withheld or delayed. All Extended Revolving Credit Commitments, Commitments and all Extended FILO Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu or junior basis with all other applicable Obligations under this Agreement and the other Loan DocumentsDocuments or which shall be unsecured, in each case as set forth in the Extension Offer. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (which shall be reasonably satisfactory to the Administrative Agent) (an “Extension Amendment”) with the ABL Administrative Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or FILO Term Loans so extended and such technical amendments Company as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the ABL Administrative Borrower Company to effect the provisions of this Section 2.18, including in connection with the establishment of such order to establish new tranches or sub-tranches, tranches in each case on terms consistent with this Sectionrespect of Commitments or Loans so extended and such technical amendments as may be necessary or appropriate in connection therewith. In addition, with respect to Extended Revolving Credit Commitments, if so provided in such amendment and with the consent of the Issuing Bankseach L/C Issuer, participations in Letters of Credit expiring on or after the latest Maturity Date in respect of the then-existing Revolving Credit Facility Commitments shall be re-allocated from Lenders holding Revolving Credit Commitments thereunder to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the ABL Administrative Borrower Company shall provide the Administrative Agent at least five 10 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), 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 2.262.18.
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Extensions of Maturity Date. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the ABL Administrative Borrower Company to all Lenders holding of any Class tranche of Revolving Credit MC Commitments or FILO Term Loans, as applicableUSD Commitments with a like maturity date, in each case with a like maturity date and on a pro rata basis (based on the aggregate outstanding principal amount of the Revolving Credit respective tranche of MC Commitments or FILO Term Loans of such ClassUSD Commitments with a like maturity date, as applicablethe case may be) and on the same terms to each such Lender, the ABL Administrative each Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Credit MC Commitments or FILO Term LoansUSD Commitments, as applicablethe case may be, of such tranche and otherwise modify the terms of such Revolving Credit Commitments or FILO Term Loans, as applicable, pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Credit Commitments (and related outstandings)) or FILO Term Loans, as applicable (each, an “Extension”, and each group of Revolving Credit MC Commitments or FILO Term LoansUSD Commitments, as applicable, in each case as so extended, as well as the original Revolving Credit MC Commitments or FILO Term Loans and the original USD Commitments (in each case not so extended), being a separate “tranche” and a Class hereunder”; any Extended Revolving Credit MC Commitments or Extended FILO Term Loans shall constitute a separate tranche and Class of Revolving Credit MC Commitments or FILO Term Loans from the tranche of MC Commitments from which they were converted and Class any Extended USD Commitments shall constitute a separate tranche of Revolving Credit USD Commitments or FILO Term Loans from the tranche of USD Commitments from which they were converted, as applicable), so long as the following terms are satisfied: :
(i) no Default exists 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;
(ii) except as to pricing (interest raterates, fees, funding discounts fees and prepayment premiums (and which shall not be subject to any “most favored nation” pricing provisions)), maturity, required prepayment dates and participation in prepayments final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit MC Commitment and FILO Term Loans or USD Commitment, as the case may be, of any Lender that agrees to an Extension with respect to such Revolving Credit Commitment or FILO Term Loans (each, an “Extending Revolving Credit Lender” or “Extending FILO Term Loan Lender”, and collectively, “Extending Lenders”) extended pursuant to an Extension (each, an “Extended Revolving Credit MC Commitment” or “Extended FILO Term LoanUSD Commitment”, as applicable), and the related outstandings, shall be a Revolving Credit MC Commitment (or related outstandings, as the case may be) or FILO Term Loan a USD Commitment (or related outstandings, as the case may be), as applicable, with the same terms as the original Revolving Credit MC Commitments (and related outstandings) or FILO Term Loansthe original USD Commitments (and related outstandings), as applicable; provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) or Extended FILO Term Loans, as applicable, (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments or FILO Term Loans, as applicable and (C) repayment made in connection with a permanent repayment (and termination of commitments with respect to Revolving Credit Commitments)) of Loans with respect to Extended Revolving Credit Commitments and Extended FILO Term Loans after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments or FILO Term Loans, as applicable, (2) the permanent prepayment 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 Borrowers shall be permitted to permanently prepay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (3) the permanent prepayment of FILO Term Loans after the applicable Extension date shall be made on a pro rata basis with all other FILO Term Loans, except that the Borrowers shall be permitted to permanently prepay any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (4) assignments and participations of Extended Revolving Credit Commitments, Extended FILO Term Loans and extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments, Revolving Credit Loans and FILO Term Loans, as applicable, and (5) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates, (ii) if the aggregate principal amount of Revolving Credit Commitments or FILO Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or FILO Term Loans offered to be extended by the ABL Administrative Borrower pursuant to such Extension Offer, as applicable, Revolving Credit Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (iii) all documentation in respect of such Extension shall be consistent with the foregoing and (iv) any applicable Minimum Extension Condition shall be satisfied at the option of the ABL Administrative Borrower.
(b) With respect to all Extensions consummated by the Borrowers pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 or Section 2.15 and (ii) at the option of the Administrative Borrower, an Extension Offer may specify the minimum amount of Revolving Credit Commitments or FILO Term Loans to be extended, which shall be in an integral multiple of $1,000,000 and an aggregate principal amount that is not less than $10,000,000 (or if less, the remaining outstanding principal amount of a given Class) (or such lesser minimum amount reasonably approved by the Administrative Agent) (a “Minimum Extension Condition”). The transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Credit Commitments or Extended FILO Term Loans on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (including, without limitation, Sections 2.13 and 2.21) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section shall not apply to any of the transactions effected pursuant to this Section 2.26.
(c) The consent of the Administrative Agent shall not be required to effectuate any Extension. No consent of any Lender or any other Person shall be required to effectuate any Extension, other than (A) the consent of the ABL Administrative Borrower and each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments or FILO Term Loans (or a portion thereof) and (B) solely to the extent the obligations of any Issuing Lender to issue Letters of Credit or the Swingline Lender to provide Swingline Loans is being extended pursuant to the applicable Extension Amendment, the consent of any Issuing Bank and Swingline Lender with respect to Extended Revolving Credit Commitments, which consent shall not be unreasonably withheld, conditioned or delayed. All Extended Revolving Credit Commitments, Extended FILO Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (which shall be reasonably satisfactory to the Administrative Agent) (an “Extension Amendment”) with the ABL Administrative Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or FILO Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the ABL Administrative Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section. In addition, with respect to Extended Revolving Credit Commitments, if so provided in such amendment and with the consent of the Issuing Banks, participations in Letters of Credit expiring on or after the Maturity Date in respect of the Revolving Credit Facility shall be re-allocated from Lenders holding Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the ABL Administrative Borrower shall provide the Administrative Agent at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), 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 2.26.that:
Appears in 1 contract
Samples: Credit Agreement (Mastec Inc)
Extensions of Maturity Date. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the ABL Administrative Borrower Company to all Lenders holding of any Class tranche of Revolving Credit MC Commitments or FILO Term Loans, as applicableUSD Commitments with a like maturity date, in each case with a like maturity date and on a pro rata basis (based on the aggregate outstanding principal amount of the Revolving Credit respective tranche of MC Commitments or FILO Term Loans of such ClassUSD Commitments with a like maturity date, as applicablethe case may be) and on the same terms to each such Lender, the ABL Administrative each Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Credit MC Commitments or FILO Term LoansUSD Commitments, as applicablethe case may be, of such tranche and otherwise modify the terms of such Revolving Credit Commitments or FILO Term Loans, as applicable, pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Credit Commitments (and related outstandings)) or FILO Term Loans, as applicable (each, an “Extension”, and each group of Revolving Credit MC Commitments or FILO Term LoansUSD Commitments, as applicable, in each case as so extended, as well as the original Revolving Credit MC Commitments or FILO Term Loans and the original USD Commitments (in each case not so extended), being a separate “tranche” and a Class hereunder”; any Extended Revolving Credit MC Commitments or Extended FILO Term Loans shall constitute a separate tranche and Class of Revolving Credit MC Commitments or FILO Term Loans from the tranche of MC Commitments from which they were converted and Class any Extended USD Commitments shall constitute a separate tranche of Revolving Credit USD Commitments or FILO Term Loans from the tranche of USD Commitments from which they were converted, as applicable), so long as the following terms are satisfied: :
(i) no Default exists 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;
(ii) except as to pricing (interest raterates, fees, funding discounts fees and prepayment premiums (and which shall not be subject to any “most favored nation” pricing provisions)), maturity, required prepayment dates and participation in prepayments final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit MC Commitment and FILO Term Loans or USD Commitment, as the case may be, of any Lender that agrees to an Extension with respect to such Revolving Credit Commitment or FILO Term Loans (each, an “Extending Revolving Credit Lender” or “Extending FILO Term Loan Lender”, and collectively, “Extending Lenders”) extended pursuant to an Extension (each, an “Extended Revolving Credit MC Commitment” or “Extended FILO Term LoanUSD Commitment”, as applicable), and the related outstandings, shall be a Revolving Credit MC Commitment (or related outstandings, as the case may be) or FILO Term Loan a USD Commitment (or related outstandings, as the case may be), as applicable, with the same terms as the original Revolving Credit MC Commitments (and related outstandings) or FILO Term Loansthe original USD Commitments (and related outstandings), as applicable; provided that that:
(1A) the borrowing and repayment (except for (A1) payments of interest and fees at different rates on Extended Revolving Credit MC Commitments (and related outstandings) or Extended FILO Term Loans, as applicableUSD Commitments (and related outstandings), (B2) repayments required upon the maturity date of the non-extending Revolving Credit MC Commitments or FILO Term Loans, as applicable USD Commitments and (C3) repayment made in connection with a permanent repayment (and termination of commitments with respect to Revolving Credit Commitments)commitments) of Loans with respect to Extended Revolving Credit Commitments and Extended FILO Term Loans after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit MC Commitments or FILO Term Loans, as applicable, (2) the permanent prepayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit USD Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit MC Commitments or USD Commitments, except that as the Borrowers case may be;
(B) all Swing Line Loans, Letters of Credit and Bankers’ Acceptances shall be permitted to permanently prepay and terminate commitments of any such Class participated on a better than a pro rata basis as compared to any other Class by all Lenders with a later maturity date than such Class, USD Commitments in accordance with their Applicable (3USD) Percentages;
(C) the permanent prepayment repayment of FILO Term Loans with respect to, and termination of, Extended MC Commitments or Extended USD Commitments after the applicable Extension date shall be made on a pro rata basis with all other FILO Term LoansMC Commitments or USD Commitments, as the case may be, except that the Borrowers shall be permitted to permanently prepay repay and terminate commitments of any such Class tranche on a better than a pro rata basis as compared to any other Class tranche with a later maturity date than such Class, tranche; and
(4D) assignments and participations of Extended Revolving Credit Commitments, MC Commitments or Extended FILO Term Loans USD Commitments and extended Revolving Credit Loans related thereto shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments, Revolving Credit MC Commitments and Loans related thereto or USD Commitments and FILO Term LoansLoans related thereto, as applicable, and ;
(5) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates, (iiiii) if the aggregate principal amount of Revolving Credit MC Commitments or FILO Term Loans USD Commitments, as the case may be, in respect of which Committed (MC) Lenders or Committed (USD) Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit MC Commitments or FILO Term Loans USD Commitments, as the case may be, offered to be extended by the ABL Administrative Borrower Company pursuant to such Extension Offer, then the MC Commitments or USD Commitments, as applicablethe case may be, Revolving Credit Commitments and Loans of such Committed (MC) Lenders or Committed (USD) Lenders, 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 Committed (MC) Lenders or Committed (USD) Lenders, as the case may be, have accepted such Extension Offer, ; and
(iiiiv) all documentation in respect of such Extension shall be consistent with the foregoing and (iv) any applicable Minimum Extension Condition shall be satisfied at the option of the ABL Administrative Borrowerforegoing.
(b) With respect to all Extensions consummated by the Borrowers pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 or Section 2.15 2.05 and (ii) at the option of unless otherwise agreed to by the Administrative BorrowerAgent, an each Extension Offer may specify the minimum amount of Revolving Credit Commitments or FILO Term Loans to be extended, which shall be in an integral multiple of $1,000,000 and an aggregate a minimum principal amount that is not less than (to be specified in the relevant Extension Offer) for the applicable tranche to be extended of (A) $10,000,000 30,000,000 with respect to MC Commitments and (or B) $200,000,000 with respect to USD Commitments (in each case, or, if less, the remaining outstanding principal amount of a given Class) (or such lesser minimum amount reasonably approved by the Administrative Agent) (a “Minimum Extension Condition”tranche). The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Credit MC Commitments or and/or Extended FILO Term Loans USD Commitments on the such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.13 and 2.21) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section shall not apply to any of the transactions effected pursuant to this Section 2.26Section.
(c) The consent of the Administrative Agent shall not be required to effectuate any Extension. No consent of any Lender or any other Person the Administrative Agent shall be required to effectuate any Extension, other than (Ai) the consent of the ABL Administrative Borrower and each Lender agreeing to such Extension with respect to one or more of its Revolving Credit MC Commitments or FILO Term Loans and/or USD Commitments (or a portion thereof) and (Bii) solely with respect to any Extension of the extent the obligations of any Issuing Lender to issue Letters of Credit or the Swingline Lender to provide Swingline Loans is being extended pursuant to the applicable Extension AmendmentUSD Commitments, the consent of any Issuing Bank the L/C Issuer and Swingline Lender with respect to Extended Revolving Credit Commitmentsthe Swing Line Lender, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. All Extended Revolving Credit MC Commitments, Extended FILO Term Loans USD Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (which shall be reasonably satisfactory to the Administrative Agent) (an “Extension Amendment”) with the ABL Administrative Borrower Borrowers as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit MC Commitments or FILO Term Loans USD Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the ABL Administrative Borrower Borrowers in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section. In addition, with respect to Extended Revolving Credit Commitments, if so provided in such amendment and with the consent of the Issuing BanksL/C Issuer, participations in Letters of Credit and Bankers’ Acceptances expiring on or after the Maturity Date in respect of the Revolving Credit Committed (USD) Facility shall be re-allocated from Lenders holding Revolving Credit USD Commitments to Lenders holding Extended Revolving Credit USD Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit USD Commitments, be deemed to be participation interests in respect of such Revolving Credit USD Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the ABL Administrative Borrower Company shall provide the Administrative Agent at least five 20 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), 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 2.26Section, and such reasonable increases in the annual administrative agency fee as the Administrative Agent shall reasonably request in order to fairly compensate the Administrative Agent for the additional administrative management of the credit facilities hereunder after such Extension.
Appears in 1 contract
Samples: Credit Agreement (Mastec Inc)
Extensions of Maturity Date. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the ABL Administrative Borrower Company to all Lenders holding of any Class tranche of Revolving Credit MC Commitments or FILO Term Loans, as applicableUSD Commitments with a like maturity date, in each case with a like maturity date and on a pro rata basis (based on the aggregate outstanding principal amount of the Revolving Credit respective tranche of MC Commitments or FILO Term Loans of such ClassUSD Commitments with a like maturity date, as applicablethe case may be) and on the same terms to each such Lender, the ABL Administrative each Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Credit MC Commitments or FILO Term LoansUSD Commitments, as applicablethe case may be, of such tranche and otherwise modify the terms of such Revolving Credit Commitments or FILO Term Loans, as applicable, pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Credit Commitments (and related outstandings)) or FILO Term Loans, as applicable (each, an “Extension”, and each group of Revolving Credit MC Commitments or FILO Term LoansUSD Commitments, as applicable, in each case as so extended, as well as the original Revolving Credit MC Commitments or FILO Term Loans and the original USD Commitments (in each case not so extended), being a separate “tranche” and a Class hereunder”; any Extended Revolving Credit MC Commitments or Extended FILO Term Loans shall constitute a separate tranche and Class of Revolving Credit MC Commitments or FILO Term Loans from the tranche of MC Commitments from which they were converted and Class any Extended USD Commitments shall constitute a separate tranche of Revolving Credit USD Commitments or FILO Term Loans from the tranche of USD Commitments from which they were converted, as applicable), so long as the following terms are satisfied: :
(i) no Default exists 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;
(ii) except as to pricing (interest raterates, fees, funding discounts fees and prepayment premiums (and which shall not be subject to any “most favored nation” pricing provisions)), maturity, required prepayment dates and participation in prepayments final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit MC Commitment and FILO Term Loans or USD Commitment, as the case may be, of any Lender that agrees to an Extension with respect to such Revolving Credit Commitment or FILO Term Loans (each, an “Extending Revolving Credit Lender” or “Extending FILO Term Loan Lender”, and collectively, “Extending Lenders”) extended pursuant to an Extension (each, an “Extended Revolving Credit MC Commitment” or “Extended FILO Term LoanUSD Commitment”, as applicable), and the related outstandings, shall be a Revolving Credit MC Commitment (or related outstandings, as the case may be) or FILO Term Loan a USD Commitment (or related outstandings, as the case may be), as applicable, with the same terms as the original Revolving Credit MC Commitments (and related outstandings) or FILO Term Loansthe original USD Commitments (and related outstandings), as applicable; provided that that:
(1A) the borrowing and repayment (except for (A1) payments of interest and fees at different rates on Extended Revolving Credit MC Commitments (and related outstandings) or Extended FILO Term Loans, as applicableUSD Commitments (and related outstandings), (B2) repayments required upon the maturity date of the non-extending Revolving Credit MC Commitments or FILO Term Loans, as applicable USD Commitments and (C3) repayment made in connection with a permanent repayment (and termination of commitments with respect to Revolving Credit Commitments)commitments) of Loans with respect to Extended Revolving Credit Commitments and Extended FILO Term Loans after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit MC Commitments or FILO Term Loans, as applicable, (2) the permanent prepayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit USD Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit MC Commitments or USD Commitments, except that as the Borrowers case may be;
(B) all Swing Line Loans, Letters of Credit and Bankers’ Acceptances shall be permitted to permanently prepay and terminate commitments of any such Class participated on a better than a pro rata basis as compared to any other Class by all Lenders with a later maturity date than such Class, USD Commitments in accordance with their Applicable (3USD) Percentages;
(C) the permanent prepayment repayment of FILO Term Loans with respect to, and termination of, Extended MC Commitments or Extended USD Commitments after the applicable Extension date shall be made on a pro rata basis with all other FILO Term LoansMC Commitments or USD Commitments, as the case may be, except that the Borrowers shall be permitted to permanently prepay repay and terminate commitments of any such Class tranche on a better than a pro rata basis as compared to any other Class tranche with a later maturity date than such Class, tranche; and
(4D) assignments and participations of Extended Revolving Credit Commitments, MC Commitments or Extended FILO Term Loans USD Commitments and extended Revolving Credit Loans related thereto shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments, Revolving Credit MC Commitments and Loans related thereto or USD Commitments and FILO Term LoansLoans related thereto, as applicable, and ;
(5) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates, (iiiii) if the aggregate principal amount of Revolving Credit MC Commitments or FILO Term Loans USD Commitments, as the case may be, in respect of which Committed (MC) Lenders or Committed (USD) Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit MC Commitments or FILO Term Loans USD Commitments, as the case may be, offered to be extended by the ABL Administrative Borrower Company pursuant to such Extension Offer, then the MC Commitments or USD Commitments, as applicablethe case may be, Revolving Credit Commitments and Loans of such Committed (MC) Lenders or Committed (USD) Lenders, 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 Committed (MC) Lenders or Committed (USD) Lenders, as the case may be, have accepted such Extension Offer, ; and
(iiiiv) all documentation in respect of such Extension shall be consistent with the foregoing and (iv) any applicable Minimum Extension Condition shall be satisfied at the option of the ABL Administrative Borrowerforegoing.
(b) With respect to all Extensions consummated by the Borrowers pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 or Section 2.15 2.05 and (ii) at the option of unless otherwise agreed to by the Administrative BorrowerAgent, an each Extension Offer may specify the minimum amount of Revolving Credit Commitments or FILO Term Loans to be extended, which shall be in an integral multiple of $1,000,000 and an aggregate a minimum principal amount that is not less than (to be specified in the relevant Extension Offer) for the applicable tranche to be extended of (A) $10,000,000 30,000,000 with respect to MC Commitments and (or B) $200,000,000 with respect to USD Commitments (in each case, or, if less, the remaining outstanding principal amount of a given Class) (or such lesser minimum amount reasonably approved by the Administrative Agent) (a “Minimum Extension Condition”tranche). The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Credit MC Commitments or and/or Extended FILO Term Loans USD Commitments on the such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.13 and 2.21) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section shall not apply to any of the transactions effected pursuant to this Section 2.26Section.
(c) The consent of the Administrative Agent shall not be required to effectuate any Extension. No consent of any Lender or any other Person the Administrative Agent shall be required to effectuate any Extension, other than (Ai) the consent of the ABL Administrative Borrower and each Lender agreeing to such Extension with respect to one or more of its Revolving Credit MC Commitments or FILO Term Loans and/or USD Commitments (or a portion thereof) and (Bii) solely with respect to any Extension of the extent the obligations of any Issuing Lender to issue Letters of Credit or the Swingline Lender to provide Swingline Loans is being extended pursuant to the applicable Extension AmendmentUSD Commitments, the consent of any Issuing Bank the L/C Issuer and Swingline Lender with respect to Extended Revolving Credit Commitmentsthe Swing Line Lender, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. All Extended Revolving Credit MC Commitments, Extended FILO Term Loans USD Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (which shall be reasonably satisfactory to the Administrative Agent) (an “Extension Amendment”) with the ABL Administrative Borrower Borrowers as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit MC Commitments or FILO Term Loans USD Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the ABL Administrative Borrower Borrowers in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section. In addition, with respect to Extended Revolving Credit Commitments, if so provided in such amendment and with the consent of the Issuing BanksL/C Issuer, participations in Letters of Credit and Bankers’ Acceptances expiring on or after the Maturity Date in respect of the Revolving Credit Committed (USD) Facility shall be re-allocated from Lenders holding Revolving Credit USD Commitments to Lenders holding Extended Revolving Credit USD Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit USD Commitments, be deemed to be participation interests in respect of such Revolving Credit USD Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions Extension, to the extent reasonably determined by the Administrative Agent, the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date latest maturity date so that such maturity date is extended to the then Latest Maturity Date latest maturity date hereunder (or such later date as may be advised by local outside counsel to the Administrative Agent).
(d) In connection with any Extension, the ABL Administrative Borrower Company shall provide the Administrative Agent at least five 20 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), 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 2.26Section, and such reasonable increases in the annual administrative agency fee as the Administrative Agent shall reasonably request in order to fairly compensate the Administrative Agent for the additional administrative management of the credit facilities hereunder after such Extension.
Appears in 1 contract
Samples: Credit Agreement (Mastec Inc)
