Extensions of Term Loans and Revolving Loan Commitments. (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 Borrower to all Lenders of Term Loans (other than Initial Tranche B-1 Term Loans) with a like maturity date or Revolving Loan Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans (other than Initial Tranche B-1 Term Loans) or Revolving Loan Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the 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 Term Loans (other than Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments and otherwise modify the terms of such Term Loans (other than Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (other than Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans (other than Initial Tranche B-1 Term Loans)) (each, an “Extension,” and each group of Term Loans or Revolving Loan Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Loan Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Loan Commitments shall constitute a separate tranche of Revolving Loan Commitments from the tranche of Revolving Loan Commitments from which they were converted), so long as the following terms are satisfied: (i) no Specified Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders and immediately prior to or after giving effect to any such Extension, (ii) except as to interest rates, fees, optional redemption or optional prepayment terms, and final maturity, and after the final maturity date of the Initial Revolving Loan Commitment, any other covenants and provisions (which shall be determined by the Borrower and the relevant RL Lenders and set forth in the relevant Extension Offer), the Revolving Loan Commitment of any RL Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Loan Commitment”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with such other terms substantially identical to, or taken as a whole, no more favorable (as reasonably determined by the Borrower) to the Extending Revolving Credit Lender, as the applicable original Revolving Loan Commitments (and related outstandings); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Loan Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Loan Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Loan Commitments of such tranche, (2) subject to the provisions of Section 3.07 and 2.01(f) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Loan Commitments or Incremental Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Loan Commitments (and except as provided in Section 3.07 and 2.01(f), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Loan Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Loan Commitments, except that the Borrower shall be permitted to permanently repay 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 and (4) assignments and participations of Extended Revolving Loan Commitments and extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Initial Revolving Loan Commitments and Initial Revolving Loans, (iii) except as to interest rates, fees, amortization, final maturity date, optional redemptions or optional prepayments, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and the Extending Term Lenders and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall be substantially identical to, or (taken as a whole) no more favorable to the Extending Term Lenders, than those applicable to the Term Loans subject to such Extension Offer (except for covenants or other provisions applicable only to periods after the then Latest Maturity Date of theretofore outstanding Term Loans), (iv) the final maturity date of any Extended Term Loans shall be no earlier than the Maturity Date applicable to the Term Loans subject to the Extension Offer, (v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Loan Commitments, as the case may be, in respect of which Term Lenders or RL Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Loan Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Loans, as the case may be, of such Term Lenders or RL 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 Term Lenders or RL Lenders, as the case may be, have accepted such Extension Offer, (viii) all documentation in respect of such Extension shall be consistent with the foregoing, (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (x) at no time shall there be no more than four (4) separate Classes of Revolving Loans Commitments outstanding hereunder (including Extended Revolving Loan Commitments and Incremental Revolving Commitments). No Lender shall be obligated to provide any Extension, unless it so agrees in its sole discretion. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.16, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a 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 Borrower’s sole discretion and may be waived by the Borrower) of Term Loans or Revolving Loan Commitments (as applicable) of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans, Extended Revolving Loans and/or Extended Revolving Loan Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5 and 13.06) or any other Credit Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.16. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extensions, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Loan Commitments (or a portion thereof) and (B) with respect to any Extension of the Revolving Loan Commitments, the consent of the Issuing Lender and Swingline Lender (to the extent the Swingline Facility is to be extended), which consent shall not be unreasonably withheld, delayed or conditioned. All Extended Term Loans, Extended Revolving Loans, Extended Revolving Loan Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Credit Documents that are secured by the Collateral on a pari passu basis (or, if different, on the same basis as applied to the Obligations being extended) with all other applicable Obligations under this Agreement and the other Credit Documents. The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Trustee to enter into amendments to this Agreement and the other Credit Documents with the Borrower as may be necessary or appropriate in order to establish new tranches or sub-tranches in respect of Revolving Loan Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.16. All such amendments entered into with the Borrower by the Administrative Agent or the Collateral Trustee hereunder shall be binding and conclusive on the Lenders. In addition, if so provided in such amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Maturity Date in respect of the Revolving Loans shall be re-allocated from Lenders holding Revolving Loan Commitments to Lenders holding Extended Revolving Loan 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 Loan Commitments, be deemed to be participation interests in respect of such Revolving Loan 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 Credit Parties shall (at their expense) amend (and the Collateral Trustee is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Trustee). (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (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 2.16.
Appears in 2 contracts
Samples: Credit Agreement (Dynegy Inc.), Credit Agreement (Dynegy Inc.)
Extensions of Term Loans and Revolving Loan Commitments. (a) Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of any tranche of Term Loans (other than Initial Tranche B-1 Term Loans) with a like maturity date or Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective tranche of Term Loans (other than or Initial Tranche B-1 Term Loans) or Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, with a like maturity date, as the case may be) and on the same terms to each such Lender, the 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 Term Loans (other than of such tranche and/or Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, of such tranche and otherwise modify the terms of such Term Loans (other than and/or Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, 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 Term Loans (other than and/or Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans (other than Initial Tranche B-1 Term Loans)) (each, an “Extension,” ”, and each group of Term Loans Loans, Initial Revolving-1 Loan Commitments, Initial Revolving-2 Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Initial Revolving-1 Loan Commitments, Initial Revolving-2 Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable (in each case not so extended), being a separate “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Loan Commitments shall constitute a separate tranche of Revolving Loan Commitments from the tranche of Initial Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, from which they were converted), so long as the following terms are satisfied: :
(i) no Specified 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 and or immediately prior to or after giving effect to any the effectiveness of such Extension, ;
(ii) except as to interest rates, fees, optional redemption or optional prepayment terms, fees and final maturity, and after the final maturity date of the Initial Revolving Loan Commitment, any other covenants and provisions (which shall be determined by the Borrower and the relevant RL Lenders and set forth in the relevant Extension Offer), the Initial Revolving Loan Commitment or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, of any RL Lender (that agrees to an “Extending Extension with respect to such Initial Revolving Credit Lender”) Loan Commitment or Additional Revolving Loan Commitment or Other Revolving Loan Commitments, as applicable, extended pursuant to an Extension (an “Extended Revolving Loan Commitment”), and the related outstandings, shall be a an Initial Revolving Loan Commitment or Additional Revolving Loan Commitment or Other Revolving Loan Commitments, as applicable (or related outstandings, as the case may be) with such other the same terms substantially identical to, or taken as a whole, no more favorable (as reasonably determined by the Borrower) to the Extending Revolving Credit Lender, as the applicable original Initial Revolving Loan Commitments or Additional Revolving Loan Commitment or Other Revolving Loan Commitments, as applicable (and related outstandings)) of such Lender; provided that that:
(1A) the borrowing and repayment (except for (A1) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings), (B2) repayments required upon the maturity date of the non-extending Initial Revolving Loan Commitments or Additional Revolving Loan Commitment or Other Revolving Loan Commitments, as applicable, and (C3) repayment made in connection with a permanent repayment and termination of commitmentscommitments in accordance with clause (C) below) of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans, as applicable, with respect to Extended Revolving Loan Commitments after the applicable Extension date shall (except as expressly provided in Section 2.5(b)) be made on a pro rata basis with all other Revolving Loan Commitments of such tranche, (2) subject to the provisions of Section 3.07 and 2.01(f) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Initial Revolving Loan Commitments or Incremental Additional Revolving Loan Commitments with a longer maturity dateor Other Revolving Loan Commitments, as applicable;
(B) all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Initial Revolving Loan Commitments in accordance with their percentage of the applicable Initial Revolving Loan Commitments Commitment Ratio;
(and except as provided in Section 3.07 and 2.01(f), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3C) the permanent repayment of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans, as applicable, with respect to, and termination of, Extended Revolving Loan Commitments after the applicable Extension date shall be made on a pro rata basis with all other Initial Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, except that the Borrower shall be permitted to permanently 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 and tranche; and
(4D) assignments and participations of Extended Revolving Loan Commitments and extended Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans, as applicable, shall be governed by the same assignment and participation provisions applicable to Initial Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, and Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans, as applicable;
(iii) except as to interest rates, fees, amortization, final maturity date, optional redemptions or optional prepayments, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi)) below, be determined by the Borrower and the Extending Term Lenders and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall be substantially identical to, or (taken have the same terms as a whole) no more favorable to the Extending Term Lenders, than those applicable to the tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions applicable only to periods after the then Latest Maturity Date of theretofore outstanding Term Loans), Offer;
(iv) the final maturity date of any Extended Term Loans shall be no earlier than the Latest Maturity Date applicable to the Term Loans subject to the Extension Offer, hereunder;
(v) the Weighted Average Life weighted average life to Maturity maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the applicable tranche of Term Loans extended thereby, ;
(vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, ;
(vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), Initial Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as the case may be, in respect of which Lenders who have issued such Term Lenders Loans, Initial Revolving Loan Commitments, Additional Revolving Loan Commitments and/or or RL LendersOther Revolving Loan Commitments, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans Loans, Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans Loans, Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving LoansLoan Commitments, as the case may be, of such Term Lenders or RL 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 Term Lenders or RL Lenders, as the case may be, have accepted such Extension Offer, ;
(viii) all documentation in respect of such Extension shall be consistent with the foregoing, ; and
(ix) any applicable Minimum Extension Condition shall be satisfied unless waived otherwise agreed to by the Borrower and (x) Administrative Agent in its sole discretion, at no time shall there be no more than (A) four (4) separate Classes different tranches of Revolving Loans Commitments outstanding hereunder (including Extended Revolving Loan Commitments and Incremental Revolving Commitments). No Lender shall be obligated to provide any Extension, unless it so agrees in its sole discretionhereunder or (B) six (6) different tranches of Term Loans hereunder.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.16Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5 2.6 and (ii) no unless otherwise agreed to by the Administrative Agent, each Extension Offer is required to shall be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum principal amount (to be determined and specified in the relevant Extension Offer in Offer) for the Borrower’s sole discretion and may applicable tranche to be waived by the Borrowerextended of (A) of $100,000,000 with respect to Term Loans and (B) $20,000,000 with respect to Initial Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments (as applicable) in each case, or, if less, the remaining amount of any or all applicable tranches be tenderedsuch tranche). The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans, Extended Revolving Loans and/or Extended Revolving Loan Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5 and 13.06) or any other Credit Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.16Section.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any ExtensionsExtension, other than (Ai) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans Loans, Initial Revolving Loan Commitments, Additional Revolving Loan Commitments and/or Other Revolving Loan Commitments (or a portion thereof) and (Bii) with respect to any Extension of the Initial Revolving Loan Commitments, the consent of the Issuing Lender Bank and Swingline Lender (to the extent the Swingline Facility is to be extended)Lender, which consent shall not be unreasonably withheld, delayed or conditioned. All Extended Term Loans, Extended Revolving Loans, Extended Revolving Loan Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Credit Loan Documents that are secured by the Collateral on a pari passu basis (or, if different, on the same basis as applied to the Obligations being extended) with all other applicable Loan Obligations under this Agreement and with respect to the other Credit Documentstranche from which they were extended. The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Trustee to enter into amendments to this Agreement and the other Credit Loan Documents with the Borrower as may be necessary or appropriate in order to establish new tranches or sub-tranches in respect of Initial Revolving Loan Commitments, Additional Revolving Loan Commitments, Other Revolving Loan Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.16. All such amendments entered into with the Borrower by the Administrative Agent or the Collateral Trustee hereunder shall be binding and conclusive on the LendersSection. In addition, if so provided in such amendment and with the consent of each the Issuing LenderBank, participations in Letters of Credit expiring on or after the applicable Maturity Date in respect of the Revolving Loans non-extended tranche shall be re-allocated from Lenders holding the applicable Revolving Loan Commitments with respect to such non-extended tranche to Lenders holding applicable Extended Revolving Loan Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Loan Commitments, be deemed to be participation interests in respect of such Extended Revolving Loan 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 Credit Parties shall (at their expense) amend (and the Collateral Trustee is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Trustee).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ 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 2.16Section.
Appears in 2 contracts
Samples: Credit Agreement (Gray Television Inc), Credit Agreement (Gray Television Inc)
Extensions of Term Loans and Revolving Loan Commitments. (a) Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of any tranche of Term Loans (other than Initial Tranche B-1 Term Loans) with a like maturity date or Initial Revolving Loan Commitments or Additional Revolving Loan Commitments, as applicable, with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective tranche of Term Loans (other than or Initial Tranche B-1 Term Loans) or Revolving Loan Commitments or Additional Revolving Loan Commitments, as applicable, with a like maturity date, as the case may be) and on the same terms to each such Lender, the 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 Term Loans (other than of such tranche and/or Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments or Additional Revolving Loan Commitments, as applicable, of such tranche and otherwise modify the terms of such Term Loans (other than and/or Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments or Additional Revolving Loan Commitments, 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 Term Loans (other than and/or Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments or Additional Revolving Loan Commitments, as applicable (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans (other than Initial Tranche B-1 Term Loans)) (each, an “Extension,” ”, and each group of Term Loans Loans, Initial Revolving Loan Commitments or Additional Revolving Loan Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Initial Revolving Loan Commitments or Additional Revolving Loan Commitments, as applicable (in each case not so extended), being a separate “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Loan Commitments shall constitute a separate tranche of Revolving Loan Commitments from the tranche of Initial Revolving Loan Commitments or Additional Revolving Loan Commitments, as applicable, from which they were converted), so long as the following terms are satisfied: :
(i) no Specified 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 and or immediately prior to or after giving effect to any the effectiveness of such Extension, ;
(ii) except as to interest rates, fees, optional redemption or optional prepayment terms, fees and final maturity, and after the final maturity date of the Initial Revolving Loan Commitment, any other covenants and provisions (which shall be determined by the Borrower and the relevant RL Lenders and set forth in the relevant Extension Offer), the Initial Revolving Loan Commitment or Additional Revolving Loan Commitments, as applicable, of any RL Lender (that agrees to an “Extending Extension with respect to such Initial Revolving Credit Lender”) Loan Commitment or Additional Revolving Loan Commitment, as applicable, extended pursuant to an Extension (an “Extended Revolving Loan Commitment”), and the related outstandings, shall be a an Initial Revolving Loan Commitment or Additional Revolving Loan Commitment, as applicable (or related outstandings, as the case may be) with such other the same terms substantially identical to, or taken as a whole, no more favorable (as reasonably determined by the Borrower) to the Extending Revolving Credit Lender, as the applicable original Initial Revolving Loan Commitments or Additional Revolving Loan Commitment, as applicable (and related outstandings); provided that that:
(1A) the borrowing and repayment (except for (A1) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings), (B2) repayments required upon the maturity date of the non-extending Initial Revolving Loan Commitments or Additional Revolving Loan Commitment, as applicable, and (C3) repayment made in connection with a permanent repayment and termination of commitmentscommitments in accordance with clause (C) below) of Initial Revolving Loans or Additional Revolving Loans, as applicable, with respect to Extended Revolving Loan Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Loan Commitments of such tranche, (2) subject to the provisions of Section 3.07 and 2.01(f) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Initial Revolving Loan Commitments or Incremental Additional Revolving Commitments with a longer maturity dateLoan Commitments, as applicable;
(B) all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Initial Revolving Loan Commitments in accordance with their percentage of the applicable Initial Revolving Loan Commitments Commitment Ratio;
(and except as provided in Section 3.07 and 2.01(f), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3C) the permanent repayment of Initial Revolving Loans or Additional Revolving Loans, as applicable, with respect to, and termination of, Extended Revolving Loan Commitments after the applicable Extension date shall be made on a pro rata basis with all other Initial Revolving Loan Commitments or Additional Revolving Loan Commitments, as applicable, except that the Borrower shall be permitted to permanently 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 and tranche; and
(4D) assignments and participations of Extended Revolving Loan Commitments and extended Initial Revolving Loans or Additional Revolving Loans, as applicable, shall be governed by the same assignment and participation provisions applicable to Initial Revolving Loan Commitments or Additional Revolving Loan Commitments, as applicable, and Initial Revolving Loans or Additional Revolving Loans, as applicable;
(iii) except as to interest rates, fees, amortization, final maturity date, optional redemptions or optional prepayments, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi)) below, be determined by the Borrower and the Extending Term Lenders and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall be substantially identical to, or (taken have the same terms as a whole) no more favorable to the Extending Term Lenders, than those applicable to the tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions applicable only to periods after the then Latest Maturity Date of theretofore outstanding Term Loans), Offer;
(iv) the final maturity date of any Extended Term Loans shall be no earlier than the latest Maturity Date applicable to the Term Loans subject to the Extension Offer, hereunder;
(v) the Weighted Average Life weighted average life to Maturity maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the applicable tranche of Term Loans extended thereby, ;
(vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, ;
(vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), Initial Revolving Loan Commitments or Additional Revolving Loan Commitments, as the case may be, in respect of which Lenders who have issued such Term Lenders or RL LendersLoans, Initial Revolving Loan Commitments and/or Additional Revolving Loan Commitments, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans Loans, Initial Revolving Loan Commitments or Additional Revolving Loan Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans Loans, Initial Revolving Loan Commitments or Additional Revolving LoansLoan Commitments, as the case may be, of such Term Lenders or RL 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 Term Lenders or RL Lenders, as the case may be, have accepted such Extension Offer, ;
(viii) all documentation in respect of such Extension shall be consistent with the foregoing, ; and
(ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (x) at no time shall there be no more than (A) two (2) different tranches of Initial Revolving Loan Commitments hereunder, (B) two (2) different tranches of Additional Revolving Loan Commitments hereunder or (C) four (4) separate Classes different tranches of Revolving Term Loans Commitments outstanding hereunder (including Extended Revolving Loan Commitments and Incremental Revolving Commitments). No Lender shall be obligated to provide any Extension, unless it so agrees in its sole discretionhereunder.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.16Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5 2.6 and (ii) no unless otherwise agreed to by the Administrative Agent, each Extension Offer is required to shall be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum principal amount (to be determined and specified in the relevant Extension Offer in Offer) for the Borrower’s sole discretion and may applicable tranche to be waived by the Borrowerextended of (A) of $100,000,000 with respect to Term Loans and (B) $20,000,000 with respect to Initial Revolving Loan Commitments or Additional Revolving Loan Commitments (as applicable) in each case, or, if less, the remaining amount of any or all applicable tranches be tenderedsuch tranche). The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans, Extended Revolving Loans and/or Extended Revolving Loan Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5 and 13.06) or any other Credit Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.16Section.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any ExtensionsExtension, other than (Ai) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans Loans, Initial Revolving Loan Commitments and/or Additional Revolving Loan Commitments (or a portion thereof) and (Bii) with respect to any Extension of the Initial Revolving Loan Commitments, the consent of the Issuing Lender Bank and Swingline Lender (to the extent the Swingline Facility is to be extended)Lender, which consent shall not be unreasonably withheld, delayed or conditioned. All Extended Term Loans, Extended Revolving Loans, Extended Revolving Loan Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Credit Loan Documents that are secured by the Collateral on a pari passu basis (or, if different, on the same basis as applied to the Obligations being extended) with all other applicable Loan Obligations under this Agreement and with respect to the other Credit Documentstranche from which they were extended. The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Trustee to enter into amendments to this Agreement and the other Credit Loan Documents with the Borrower as may be necessary or appropriate in order to establish new tranches or sub-tranches in respect of Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.16. All such amendments entered into with the Borrower by the Administrative Agent or the Collateral Trustee hereunder shall be binding and conclusive on the LendersSection. In addition, if so provided in such amendment and with the consent of each the Issuing LenderBank, participations in Letters of Credit expiring on or after the Initial Revolving Loan Maturity Date in respect of the Revolving Loans shall be re-allocated from Lenders holding Initial Revolving Loan Commitments to Lenders holding Extended Revolving Loan Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Initial Revolving Loan Commitments, be deemed to be participation interests in respect of such Initial Revolving Loan 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 Credit Parties shall (at their expense) amend (and the Collateral Trustee is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Trustee).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ 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 2.16Section.
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Samples: Credit Agreement (Gray Television Inc), Credit Agreement (Gray Television Inc)
Extensions of Term Loans and Revolving Loan Commitments. (a) Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of any tranche of Term Loans (other than Initial Tranche B-1 Term Loans) with a like maturity date or Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective tranche of Term Loans (other than or Initial Tranche B-1 Term Loans) or Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, with a like maturity date, as the case may be) and on the same terms to each such Lender, the 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 Term Loans (other than of such tranche and/or Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, of such tranche and otherwise modify the terms of such Term Loans (other than and/or Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, 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 Term Loans (other than and/or Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans (other than Initial Tranche B-1 Term Loans)) (each, an “Extension,” ”, and each group of Term Loans Loans, Initial Revolving-1Revolving-A Loan Commitments, Initial Revolving-2Revolving-B Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Initial Revolving-1Revolving-A Loan Commitments, Initial Revolving-2Revolving-B Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable (in each case not so extended), being a separate “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Loan Commitments shall constitute a separate tranche of Revolving Loan Commitments from the tranche of Initial Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, from which they were converted), so long as the following terms are satisfied: :
(i) no Specified 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 and or immediately prior to or after giving effect to any the effectiveness of such Extension, ;
(ii) except as to interest rates, fees, optional redemption or optional prepayment terms, fees and final maturity, and after the final maturity date of the Initial Revolving Loan Commitment, any other covenants and provisions (which shall be determined by the Borrower and the relevant RL Lenders and set forth in the relevant Extension Offer), the Initial Revolving Loan Commitment or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, of any RL Lender (that agrees to an “Extending Extension with respect to such Initial Revolving Credit Lender”) Loan Commitment or Additional Revolving Loan Commitment or Other Revolving Loan Commitments, as applicable, extended pursuant to an Extension (an “Extended Revolving Loan Commitment”), and the related outstandings, shall be a an Initial Revolving Loan Commitment or Additional Revolving Loan Commitment or Other Revolving Loan Commitments, as applicable (or related outstandings, as the case may be) with such other the same terms substantially identical to, or taken as a whole, no more favorable (as reasonably determined by the Borrower) to the Extending Revolving Credit Lender, as the applicable original Initial Revolving Loan Commitments or Additional Revolving Loan Commitment or Other Revolving Loan Commitments, as applicable (and related outstandings)) of such Lender; provided that that:
(1A) the borrowing and repayment (except for (A1) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings), (B2) repayments required upon the maturity date of the non-extending Initial Revolving Loan Commitments or Additional Revolving Loan Commitment or Other Revolving Loan Commitments, as applicable, and (C3) repayment made in connection with a permanent repayment and termination of commitmentscommitments in accordance with clause (C) below) of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans, as applicable, with respect to Extended Revolving Loan Commitments after the applicable Extension date shall (except as expressly provided in Section 2.5(b)) be made on a pro rata basis with all other Revolving Loan Commitments of such tranche, (2) subject to the provisions of Section 3.07 and 2.01(f) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Initial Revolving Loan Commitments or Incremental Additional Revolving Loan Commitments with a longer maturity dateor Other Revolving Loan Commitments, as applicable;
(B) all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Initial Revolving Loan Commitments in accordance with their percentage of the applicable Initial Revolving Loan Commitments Commitment Ratio;
(and except as provided in Section 3.07 and 2.01(f), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3C) the permanent repayment of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans, as applicable, with respect to, and termination of, Extended Revolving Loan Commitments after the applicable Extension date shall be made on a pro rata basis with all other Initial Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, except that the Borrower shall be permitted to permanently 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 and tranche; and
(4D) assignments and participations of Extended Revolving Loan Commitments and extended Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans, as applicable, shall be governed by the same assignment and participation provisions applicable to Initial Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, and Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans, as applicable;
(iii) except as to interest rates, fees, amortization, final maturity date, optional redemptions or optional prepayments, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi)) below, be determined by the Borrower and the Extending Term Lenders and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall be substantially identical to, or (taken have the same terms as a whole) no more favorable to the Extending Term Lenders, than those applicable to the tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions applicable only to periods after the then Latest Maturity Date of theretofore outstanding Term Loans), Offer;
(iv) the final maturity date of any Extended Term Loans shall be no earlier than the Latest Maturity Date applicable to the Term Loans subject to the Extension Offer, hereunder;
(v) the Weighted Average Life weighted average life to Maturity maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the applicable tranche of Term Loans extended thereby, ;
(vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, ;
(vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), Initial Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as the case may be, in respect of which Lenders who have issued such Term Lenders or RL LendersLoans, Initial Revolving Loan Commitments, Additional Revolving Loan Commitments and/or Other Revolving Loan Commitments, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans Loans, Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans Loans, Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving LoansLoan Commitments, as the case may be, of such Term Lenders or RL 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 Term Lenders or RL Lenders, as the case may be, have accepted such Extension Offer, ;
(viii) all documentation in respect of such Extension shall be consistent with the foregoing, ; and
(ix) any applicable Minimum Extension Condition shall be satisfied unless waived otherwise agreed to by the Borrower and (x) Administrative Agent in its sole discretion, at no time shall there be no more than (A) four (4) separate Classes different tranches of Revolving Loans Commitments outstanding hereunder (including Extended Revolving Loan Commitments and Incremental Revolving Commitments). No Lender shall be obligated to provide any Extension, unless it so agrees in its sole discretionhereunder or (B) six (6) different tranches of Term Loans hereunder.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.16Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5 2.6 and (ii) no unless otherwise agreed to by the Administrative Agent, each Extension Offer is required to shall be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum principal amount (to be determined and specified in the relevant Extension Offer in Offer) for the Borrower’s sole discretion and may applicable tranche to be waived by the Borrowerextended of (A) of $100,000,000 with respect to Term Loans and (B) $20,000,000 with respect to Initial Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments (as applicable) in each case, or, if less, the remaining amount of any or all applicable tranches be tenderedsuch tranche). The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans, Extended Revolving Loans and/or Extended Revolving Loan Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5 and 13.06) or any other Credit Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.16Section.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any ExtensionsExtension, other than (Ai) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans Loans, Initial Revolving Loan Commitments, Additional Revolving Loan Commitments and/or Other Revolving Loan Commitments (or a portion thereof) and (Bii) with respect to any Extension of the Initial Revolving Loan Commitments, the consent of the Issuing Lender Bank and Swingline Lender (to the extent the Swingline Facility is to be extended)Lender, which consent shall not be unreasonably withheld, delayed or conditioned. All Extended Term Loans, Extended Revolving Loans, Extended Revolving Loan Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Credit Loan Documents that are secured by the Collateral on a pari passu basis (or, if different, on the same basis as applied to the Obligations being extended) with all other applicable Loan Obligations under this Agreement and with respect to the other Credit Documentstranche from which they were extended. The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Trustee to enter into amendments to this Agreement and the other Credit Loan Documents with the Borrower as may be necessary or appropriate in order to establish new tranches or sub-tranches in respect of Initial Revolving Loan Commitments, Additional Revolving Loan Commitments, Other Revolving Loan Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.16. All such amendments entered into with the Borrower by the Administrative Agent or the Collateral Trustee hereunder shall be binding and conclusive on the LendersSection. In addition, if so provided in such amendment and with the consent of each the Issuing LenderBank, participations in Letters of Credit expiring on or after the applicable Maturity Date in respect of the Revolving Loans non-extended tranche shall be re-allocated from Lenders holding the applicable Revolving Loan Commitments with respect to such non-extended tranche to Lenders holding applicable Extended Revolving Loan Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Loan Commitments, be deemed to be participation interests in respect of such Extended Revolving Loan 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 Credit Parties shall (at their expense) amend (and the Collateral Trustee is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Trustee).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ 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 2.16Section.
Appears in 1 contract
Extensions of Term Loans and Revolving Loan Commitments. (a) Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of any tranche of Term Loans (other than Initial Tranche B-1 Term Loans) with a like maturity date or Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective tranche of Term Loans (other than or Initial Tranche B-1 Term Loans) or Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, with a like maturity date, as the case may be) and on the same terms to each such Lender, the 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 Term Loans (other than of such tranche and/or Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, of such tranche and otherwise modify the terms of such Term Loans (other than and/or Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, 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 Term Loans (other than and/or Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans (other than Initial Tranche B-1 Term Loans)) (each, an “Extension,” ”, and each group of Term Loans Loans, Initial Revolving-A Loan Commitments, Initial Revolving-BRevolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Initial Revolving-A Loan Commitments, Initial Revolving-BRevolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable (in each case not so extended), being a separate “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Loan Commitments shall constitute a separate tranche of Revolving Loan Commitments from the tranche of Initial Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, from which they were converted), so long as the following terms are satisfied: :
(i) no Specified 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 and or immediately prior to or after giving effect to any the effectiveness of such Extension, ;
(ii) except as to interest rates, fees, optional redemption or optional prepayment terms, fees and final maturity, and after the final maturity date of the Initial Revolving Loan Commitment, any other covenants and provisions (which shall be determined by the Borrower and the relevant RL Lenders and set forth in the relevant Extension Offer), the Initial Revolving Loan Commitment or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, of any RL Lender (that agrees to an “Extending Extension with respect to such Initial Revolving Credit Lender”) Loan Commitment or Additional Revolving Loan Commitment or Other Revolving Loan Commitments, as applicable, extended pursuant to an Extension (an “Extended Revolving Loan Commitment”), and the related outstandings, shall be a an Initial Revolving Loan Commitment or Additional Revolving Loan Commitment or Other Revolving Loan Commitments, as applicable (or related outstandings, as the case may be) with such other the same terms substantially identical to, or taken as a whole, no more favorable (as reasonably determined by the Borrower) to the Extending Revolving Credit Lender, as the applicable original Initial Revolving Loan Commitments or Additional Revolving Loan Commitment or Other Revolving Loan Commitments, as applicable (and related outstandings)) of such Lender; provided that that:
(1A) the borrowing and repayment (except for (A1) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings), (B2) repayments required upon the maturity date of the non-extending Initial Revolving Loan Commitments or Additional Revolving Loan Commitment or Other Revolving Loan Commitments, as applicable, and (C3) repayment made in connection with a permanent repayment and termination of commitmentscommitments in accordance with clause (C) below) of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans, as applicable, with respect to Extended Revolving Loan Commitments after the applicable Extension date shall (except as expressly provided in Section 2.5(b)) be made on a pro rata basis with all other Revolving Loan Commitments of such tranche, (2) subject to the provisions of Section 3.07 and 2.01(f) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Initial Revolving Loan Commitments or Incremental Additional Revolving Loan Commitments with a longer maturity dateor Other Revolving Loan Commitments, as applicable;
(B) all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Initial Revolving Loan Commitments in accordance with their percentage of the applicable Initial Revolving Loan Commitments Commitment Ratio;
(and except as provided in Section 3.07 and 2.01(f), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3C) the permanent repayment of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans, as applicable, with respect to, and termination of, Extended Revolving Loan Commitments after the applicable Extension date shall be made on a pro rata basis with all other Initial Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, except that the Borrower shall be permitted to permanently 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 and tranche; and
(4D) assignments and participations of Extended Revolving Loan Commitments and extended Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans, as applicable, shall be governed by the same assignment and participation provisions applicable to Initial Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as applicable, and Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans, as applicable;
(iii) except as to interest rates, fees, amortization, final maturity date, optional redemptions or optional prepayments, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi)) below, be determined by the Borrower and the Extending Term Lenders and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall be substantially identical to, or (taken have the same terms as a whole) no more favorable to the Extending Term Lenders, than those applicable to the tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions applicable only to periods after the then Latest Maturity Date of theretofore outstanding Term Loans), Offer;
(iv) the final maturity date of any Extended Term Loans shall be no earlier than the Latest Maturity Date applicable to the Term Loans subject to the Extension Offer, hereunder;
(v) the Weighted Average Life weighted average life to Maturity maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the applicable tranche of Term Loans extended thereby, ;
(vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, ;
(vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), Initial Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as the case may be, in respect of which Lenders who have issued such Term Lenders or RL LendersLoans, Initial Revolving Loan Commitments, Additional Revolving Loan Commitments and/or Other Revolving Loan Commitments, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans Loans, Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans Loans, Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving LoansLoan Commitments, as the case may be, of such Term Lenders or RL 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 Term Lenders or RL Lenders, as the case may be, have accepted such Extension Offer, ;
(viii) all documentation in respect of such Extension shall be consistent with the foregoing, ; and
(ix) any applicable Minimum Extension Condition shall be satisfied unless waived otherwise agreed to by the Borrower and (x) Administrative Agent in its sole discretion, at no time shall there be no more than (A) four (4) separate Classes different tranches of Revolving Loans Commitments outstanding hereunder (including Extended Revolving Loan Commitments and Incremental Revolving Commitments). No Lender shall be obligated to provide any Extension, unless it so agrees in its sole discretionhereunder or (B) six (6) different tranches of Term Loans hereunder.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.16Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5 2.6 and (ii) no unless otherwise agreed to by the Administrative Agent, each Extension Offer is required to shall be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum principal amount (to be determined and specified in the relevant Extension Offer in Offer) for the Borrower’s sole discretion and may applicable tranche to be waived by the Borrowerextended of (A) of $100,000,000 with respect to Term Loans and (B) $20,000,000 with respect to Initial Revolving Loan Commitments or Additional Revolving Loan Commitments or Other Revolving Loan Commitments (as applicable) in each case, or, if less, the remaining amount of any or all applicable tranches be tenderedsuch tranche). The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans, Extended Revolving Loans and/or Extended Revolving Loan Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5 and 13.06) or any other Credit Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.16Section.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any ExtensionsExtension, other than (Ai) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans Loans, Initial Revolving Loan Commitments, Additional Revolving Loan Commitments and/or Other Revolving Loan Commitments (or a portion thereof) and (Bii) with respect to any Extension of the Initial Revolving Loan Commitments, the consent of the Issuing Lender Bank and Swingline Lender (to the extent the Swingline Facility is to be extended)Lender, which consent shall not be unreasonably withheld, delayed or conditioned. All Extended Term Loans, Extended Revolving Loans, Extended Revolving Loan Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Credit Loan Documents that are secured by the Collateral on a pari passu basis (or, if different, on the same basis as applied to the Obligations being extended) with all other applicable Loan Obligations under this Agreement and with respect to the other Credit Documentstranche from which they were extended. The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Trustee to enter into amendments to this Agreement and the other Credit Loan Documents with the Borrower as may be necessary or appropriate in order to establish new tranches or sub-tranches in respect of Initial Revolving Loan Commitments, Additional Revolving Loan Commitments, Other Revolving Loan Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.16. All such amendments entered into with the Borrower by the Administrative Agent or the Collateral Trustee hereunder shall be binding and conclusive on the LendersSection. In addition, if so provided in such amendment and with the consent of each the Issuing LenderBank, participations in Letters of Credit expiring on or after the applicable Maturity Date in respect of the Revolving Loans non-extended tranche shall be re-allocated from Lenders holding the applicable Revolving Loan Commitments with respect to such non-extended tranche to Lenders holding applicable Extended Revolving Loan Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Loan Commitments, be deemed to be participation interests in respect of such Extended Revolving Loan 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 Credit Parties shall (at their expense) amend (and the Collateral Trustee is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Trustee).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ 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 2.16Section.
Appears in 1 contract
Extensions of Term Loans and Revolving Loan Commitments. (a) Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time after the Delayed Draw Termination Date by the Borrower to all Lenders of any tranche of Term Loans (other than Initial Tranche B-1 Term Loans) with a like maturity date or Revolving Loan Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective tranche of Term Loans (other than Initial Tranche B-1 Term Loans) or Revolving Loan Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the 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 Term Loans (other than Initial Tranche B-1 Term Loans) of such tranche and/or Revolving Loan Commitments of such tranche and otherwise modify the terms of such Term Loans (other than Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (other than Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans (other than Initial Tranche B-1 Term Loans)) (each, an “Extension,” ”, and each group of Term Loans or Revolving Loan Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Loan Commitments (in each case not so extended), being a separate “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Loan Commitments shall constitute a separate tranche of Revolving Loan Commitments from the tranche of Revolving Loan Commitments from which they were converted), so long as the following terms are satisfied: :
(i) no Specified 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 and or immediately prior to or after giving effect to any the effectiveness of such Extension, ;
(ii) except as to interest rates, fees, optional redemption or optional prepayment terms, fees and final maturity, and after the final maturity date of the Initial Revolving Loan Commitment, any other covenants and provisions (which shall be determined by the Borrower and the relevant RL Lenders and set forth in the relevant Extension Offer), the Revolving Loan Commitment of any RL Lender that agrees to an Extension with respect to such Revolving Loan Commitment (an “Extending Revolving Credit Loan Lender”) extended pursuant to an Extension (an “Extended Revolving Loan Commitment”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with such other the same terms substantially identical to, or taken as a whole, no more favorable (as reasonably determined by the Borrower) to the Extending Revolving Credit Lender, as the applicable original Revolving Loan Commitments (and related outstandings); provided that that:
(1A) the borrowing and repayment (except for (A1) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings), (B2) repayments required upon the maturity date of the non-extending Revolving Loan Commitments and (C3) repayment made in connection with a permanent repayment and termination of commitmentscommitments in accordance with clause (C) below) of Revolving Loans with respect to Extended Revolving Loan Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Loan Commitments of such tranche, Commitments;
(2B) subject to the provisions of Section 3.07 and 2.01(f) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Loan Commitments or Incremental Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Loan Commitments in accordance with their percentage of the applicable Revolving Loan Commitments Commitment Ratio;
(and except as provided in Section 3.07 and 2.01(f), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3C) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Loan Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Loan Commitments, except that the Borrower shall be permitted to permanently 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 and tranche; and
(4D) assignments and participations of Extended Revolving Loan Commitments and extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Initial Revolving Loan Commitments and Initial Revolving Loans, ;
(iii) except as to interest rates, fees, amortization, final maturity date, optional redemptions or optional prepayments, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi)) below, be determined by the Borrower and the Extending Term Lenders and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall be substantially identical to, or (taken have the same terms as a whole) no more favorable to the Extending Term Lenders, than those applicable to the tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions applicable only to periods after the then Latest Maturity Date of theretofore outstanding Term Loans), Offer;
(iv) the final maturity date of any Extended Term Loans shall be no earlier than the latest Maturity Date applicable to the Term Loans subject to the Extension Offer, hereunder;
(v) the Weighted Average Life weighted average life to Maturity maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the applicable tranche of Term Loans extended thereby, ;
(vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, ;
(vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Loan Commitments, as the case may be, in respect of which Lenders who have issued such Term Lenders or RL LendersLoans and/or Revolving Loan Commitments, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Loan Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving LoansLoan Commitments, as the case may be, of such Term Lenders or RL 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 Term Lenders or RL Lenders, as the case may be, have accepted such Extension Offer, ;
(viii) all documentation in respect of such Extension shall be consistent with the foregoing, ; and
(ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (x) at no time shall there be no more than two (2) different tranches of Revolving Loan Commitments hereunder or four (4) separate Classes different tranches of Revolving Term Loans Commitments outstanding hereunder (including Extended Revolving Loan Commitments and Incremental Revolving Commitments). No Lender shall be obligated to provide any Extension, unless it so agrees in its sole discretionhereunder.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.16Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5 2.6 and (ii) no unless otherwise agreed to by the Administrative Agent, each Extension Offer is required to shall be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum principal amount (to be determined and specified in the relevant Extension Offer in Offer) for the Borrower’s sole discretion and may applicable tranche to be waived by the Borrowerextended of (A) of $100,000,000 with respect to Term Loans or and (B) $20,000,000 with respect to Revolving Loan Commitments (as applicable) in each case, or, if less, the remaining amount of any or all applicable tranches be tenderedsuch tranche). The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans, Extended Revolving Loans and/or Extended Revolving Loan Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5 and 13.06) or any other Credit Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.16Section.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any ExtensionsExtension, other than (Ai) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Loan Commitments (or a portion thereof) and (Bii) with respect to any Extension of the Revolving Loan Commitments, the consent of the Issuing Lender Bank and Swingline Lender (to the extent the Swingline Facility is to be extended)Lender, which consent shall not be unreasonably withheld, delayed or conditioned. All Extended Term Loans, Extended Revolving Loans, Extended Revolving Loan Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Credit Loan Documents that are secured by the Collateral on a pari passu basis (or, if different, on the same basis as applied to the Obligations being extended) with all other applicable Loan Obligations under this Agreement and with respect to the other Credit Documentstranche from which they were extended. The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Trustee to enter into amendments to this Agreement and the other Credit Loan Documents with the Borrower as may be necessary or appropriate in order to establish new tranches or sub-tranches in respect of Revolving Loan Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.16. All such amendments entered into with the Borrower by the Administrative Agent or the Collateral Trustee hereunder shall be binding and conclusive on the LendersSection. In addition, if so provided in such amendment and with the consent of each the Issuing LenderBank, participations in Letters of Credit expiring on or after the Revolving Loan Maturity Date in respect of the Revolving Loans shall be re-allocated from Lenders holding Revolving Loan Commitments to Lenders holding Extended Revolving Loan 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 Loan Commitments, be deemed to be participation interests in respect of such Revolving Loan 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 Extensions, to the respective Credit Parties extent reasonably determined by the Administrative Agent, the Borrower or the applicable Guarantor shall (at their expense) (i) amend (and the Collateral Trustee Administrative Agent is hereby directed to amend) any Mortgage mortgage, if any, that has a maturity date prior to the Latest then latest Maturity Date so that such maturity date is extended to the Latest then latest Maturity Date hereunder (or such later date as may be advised by local outside counsel to the Collateral Trustee)Administrative Agent) and (ii) provide such other certificates, documents and information relating to any mortgage, if any, as are reasonably requested by the Administrative Agent.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ 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 2.16Section.
Appears in 1 contract
Extensions of Term Loans and Revolving Loan Commitments. (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 U.S. Borrower to all Lenders of Term Loans (other than Initial Tranche B-1 Term Loans) with a like maturity date or Revolving Loan Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans (other than Initial Tranche B-1 Term Loans) or Revolving Loan Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the U.S. 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 Term Loans (other than Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments and otherwise modify the terms of such Term Loans (other than Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (other than Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans (other than Initial Tranche B-1 Term Loans)) (each, an “Extension,” ”, and each group of Term Loans or Revolving Loan Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Loan Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Loan Commitments shall constitute a separate tranche of Revolving Loan Commitments from the tranche of Revolving Loan Commitments from which they were converted), so long as the following terms are satisfied: (i) no Specified 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 and immediately prior to or after giving effect to any such ExtensionLenders, (ii) except as to interest rates, fees, optional redemption or optional prepayment terms, and final maturity, and after the final maturity date of the Initial Revolving Loan Commitment, any other covenants and provisions (which shall be determined by the Borrower and the relevant RL Lenders and set forth in the relevant Extension Offer), the Revolving Loan Commitment of any RL Revolving Lender that agrees to an extension with respect to such Revolving Loan Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Loan Commitment”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) in amounts, and with such other terms substantially identical to, or taken as a whole, no more favorable (as reasonably determined by the Borrower) to the Extending Revolving Credit Lenderterms, as may be agreed between the applicable U.S. Borrower, the Administrative Agent and each Extended Revolving Lender (including, but not limited, with respect to interest rates, fees, final maturity, quantum and covenants); provided that at no time shall there be Revolving Loan Commitments hereunder (including Extended Revolving Commitments and any original Revolving Loan Commitments (and related outstandingsCommitments); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Loan Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Loan Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Loan Commitments of such tranche, (2x) subject to the provisions of Section 3.07 Sections 2.01(f) and 2.01(f3.01(c) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Loan Commitments or Incremental Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Loan Commitments in accordance with their percentage RL Percentage of the Revolving Loan Commitments (and except as provided in Section 3.07 2.01(f) and 2.01(f3.01(c), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Extended all borrowings under Revolving Loan Commitments after the applicable Extension date and repayments thereunder shall be made on a pro rata basis with all other (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (B) repayments required upon the maturity date of the non-extending Revolving Loan Commitments, except that the Borrower shall be permitted to permanently repay 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 ) and (4y) assignments and participations of Extended at no time shall there be Revolving Loan Commitments hereunder (including Extended Revolving Commitments and extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Initial any original Revolving Loan Commitments and Initial Revolving LoansCommitments) which have more than five different maturity dates, (iii) except as to interest rates, fees, amortization, final maturity date, optional redemptions or optional prepayments, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by between the U.S. Borrower and the Extending Term Lenders and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall be substantially identical to, or (taken have the same terms as a whole) no more favorable to the Extending Term Lenders, than those applicable to the tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions applicable only to periods after the then Latest Maturity Date of theretofore outstanding Term Loans)Offer, (iv) the final maturity date of any Extended Term Loans shall be no earlier than the then latest maturity date hereunder and the amortization schedule applicable to Term Loans pursuant to Section 5.02(b) for periods prior to the B Term Loan Maturity Date applicable to the Term Loans subject to the Extension Offermay not be increased, (v) the Weighted Average Life to Maturity weighted average life of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of the Term Loans extended thereby, (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Loan Commitments, as the case may be, in respect of which Term Lenders or RL Revolving Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Loan Commitments, as the case may be, offered to be extended by the U.S. Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Loans, as the case may be, of such Term Lenders or RL Revolving 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 Term Lenders or RL Revolving Lenders, as the case may be, have accepted such Extension Offer, (viii) all documentation in respect of such Extension shall be consistent with the foregoing, (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the U.S. Borrower and (x) at no time the Minimum Tranche Amount (as defined below) shall there be no satisfied unless waived by the Administrative Agent.
(b) Notwithstanding the foregoing, (A) if the interest rate margins (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing Extended Term Loans and any LIBOR floor applicable to such Extended Term Loans) relating to any Extended Term Loan exceeds the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the B Term Loans and any LIBO or Base Rate floor applicable to the B Term Loans) relating to the B Term Loans immediately prior to the effectiveness of the Extension by more than four 0.50%, the Applicable Margin relating to the B Term Loans, as applicable, shall be adjusted to be equal to the interest rate margins (4which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Extended Term Loans and any LIBOR floor applicable to such Extended Term Loans) separate Classes relating to such Extended Term Loans minus 0.50% and the Applicable Margin relating to any Incremental Term Loans (if any) and any Extended Term Loans which were extended pursuant to one or more prior Extensions (if any) shall be adjusted so that the difference between the Applicable Margin relating to the B Term Loans (after giving effect to the foregoing adjustment) and the Applicable Margin relating to such Incremental Term Loans and prior Extended Term Loans remains the same as immediately prior to the Extension and (B) if the interest rate margins (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing Extended Revolving Commitments (other than the 2017 Revolving Loan Commitments) and any LIBOR floor applicable to such Extended Revolving Commitments (other than the 2017 Revolving Loan Commitments)) or commitment fee relating to any Extended Revolving Commitments (other than the 2017 Revolving Loan Commitments) exceeds the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the 2017 Revolving Loan Commitments and any LIBO or Base Rate floor applicable to the 2017 Revolving Loan Commitments) or Commitment Commission relating to the 2017 Revolving Loan Commitments immediately prior to the effectiveness of the Extension by more than 0.50%, the Applicable Margin and Commitment Commission, as applicable, relating to the 2017 Revolving Loan Commitments shall be adjusted to be equal to the interest rate margins (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Extended Revolving Commitments (other than the 2017 Revolving Loan Commitments) and any LIBOR floor applicable to such Extended Revolving Commitments (other than the 2017 Revolving Loan Commitments)) relating to such Extended Revolving Commitments minus 0.50% and the Applicable Margin relating to any additional tranche of Revolving Loans Loan Commitments outstanding hereunder added pursuant to Section 2.14 and any Extended Revolving Commitments which were extended pursuant to one or more prior Extensions (including other than the 2017 Revolving Loan Commitments) (if any) shall be adjusted so that the difference between the Applicable Margin relating to the 2017 Revolving Loan Commitments (after giving effect to the foregoing adjustment) and the Applicable Margin relating such additional tranche of Extended Revolving Loan Commitments and Incremental prior Extended Revolving Commitments (other than the 2017 Revolving Loan Commitments). No Lender shall be obligated ) remains the same as immediately prior to provide any the Extension, unless it so agrees in its sole discretion.
(bc) With respect to all Extensions consummated by the U.S. Borrower pursuant to this Section 2.16Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5 5.01 or 5.02 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; , provided that (x) the U.S. Borrower may at its election specify as a 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 U.S. Borrower’s sole discretion and may be waived by the U.S. Borrower) of Term Loans or Revolving Loan Commitments (as applicable) of any or all applicable tranches be tenderedtendered and (y) no tranche of Extended Term Loans shall be in an amount of less than $100,000,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans, Extended Revolving Loans and/or Extended Revolving Loan Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5 2.11 and 13.062.17) or any other Credit Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.16Section.
(cd) No consent of any Lender or the Administrative Agent shall be required to effectuate any ExtensionsExtension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Loan Commitments (or a portion thereof) and (B) with respect to any Extension of the Revolving Loan Commitments, the consent of the each Issuing Lender and Swingline Lender (to the extent the Swingline Facility is to be extended)that also constitutes an Extending Revolving Lender, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. All Extended Term Loans, Extended Revolving Loans, Extended Revolving Loan Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Credit Documents that are secured by the Collateral on a pari passu basis (or, if different, on the same basis as applied to the Obligations being extended) with all other applicable Obligations under this Agreement and the other Credit Documents. The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Trustee to enter into amendments to this Agreement and the other Credit Documents with the U.S. Borrower as may be necessary or appropriate in order to establish new tranches or sub-tranches in respect of Revolving Loan Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the U.S. Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.16. All such amendments entered into with the Borrower by the Administrative Agent or the Collateral Trustee hereunder shall be binding and conclusive on the Lenders. In addition, if so provided in such amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Maturity Date in respect of the Revolving Loans shall be re-allocated from Lenders holding Revolving Loan Commitments to Lenders holding Extended Revolving Loan 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 Loan Commitments, be deemed to be participation interests in respect of such Revolving Loan 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 Credit Parties shall (at their expense) amend (and the Collateral Trustee Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date then latest maturity date so that such maturity date is extended to the Latest Maturity Date then latest maturity date (or such later date as may be advised by local counsel to the Collateral TrusteeAdministrative Agent).
(de) In connection with any Extension, the U.S. Borrower shall provide the Administrative Agent at least ten (10) 5 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 2.16Section.
Appears in 1 contract
Extensions of Term Loans and Revolving Loan Commitments. (a) 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 Borrower Company to all Lenders of a Tranche of Term Loans (other than Initial Tranche B-1 Term Loans) with a like maturity date or a Tranche of Revolving Loan Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Tranche of Term Loans (other than Initial or Tranche B-1 Term Loans) or of Revolving Loan Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower Company 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 Term Loans (other than Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments and otherwise modify the terms of such Term Loans (other than Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (other than Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments (and related outstandings) and/or modifying the amortization schedule scheduled repayments of principal in respect of such Lender’s Term Loans (other than Initial Tranche B-1 Term Loans)) (each, an “Extension,” ”, and each group of Term Loans or Revolving Loan Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Loan Commitments made on the Closing Date (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche Tranche of Term Loans from the tranche Tranche of Term Loans from which they were converted, and any Extended Revolving Loan Commitments shall constitute a separate tranche Tranche of Revolving Loan Commitments from the tranche Tranche of Revolving Loan Commitments from which they were converted), so long as the following terms are satisfied: :
(i) no Specified 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 and immediately prior to or after giving effect to any such Extension, consummated;
(ii) except as to pricing, interest rates, fees, optional redemption or final maturity and optional prepayment terms, and final maturity, and after the final maturity date of the Initial Revolving Loan Commitment, any other covenants and provisions or redemption terms (which shall be determined by the Borrower and the relevant RL Lenders Company and set forth in the relevant Extension Offer), the Revolving Loan Commitment of any RL Lender that agrees to an Extension with respect to such Revolving Loan Commitment (an “Extending Extended Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Loan Commitment”; and the Loans made thereunder, “Extended Revolving Loans”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with such other applicable terms substantially identical to, or taken as a whole, no more favorable (as reasonably determined by the Borrower) to the Extending Revolving Credit Lender, as the applicable original Revolving Loan Credit Commitments (and related outstandings); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Loan Commitments and (C) repayment repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Loan Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Loan Commitments of such trancheCommitments, (2) subject to the provisions of Section 3.07 and 2.01(f) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Loan Commitments or Incremental Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Loan Commitments in accordance with their percentage of the Revolving Loan Commitments (and except as provided in Section 3.07 and 2.01(f), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued)Commitments, (3) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Loan Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Loan Commitments, except that the Borrower Company shall be permitted to permanently repay and terminate commitments of any such Class Tranche prior to or on a better than a non-pro rata basis as compared to any other Class Tranche with a later maturity date than such Class and Tranche, (4) assignments and participations of Extended Revolving Loan Commitments and extended Extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Initial Revolving Loan Commitments and Initial Revolving Loans, Loans and (5) at no time shall there be Revolving Loan Commitments hereunder which have more than three different maturity dates;
(iii) except as to interest rates, fees, amortizationpremiums, final maturity date, optional redemptions or optional prepayments, premiumprepayment terms, required and scheduled prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and the Extending Term Lenders Company and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall be substantially identical to, or (taken as a whole) no more favorable to the Extending Term Lenders, Lenders than those applicable to the Term Loans subject to such Extension Offer (except for covenants or other provisions applicable only to periods after the then Latest Maturity Date as in effect applicable to such Term Loans at the time of theretofore outstanding Term Loansthe Extension Offer), ,
(iv) the final maturity date of any Extended Term Loans shall be no earlier than the Maturity Date applicable to of the Tranche of Term Loans subject to the Extension Offer, extended thereby and at no time shall Terms Loans (including Extended Term Loans) have more than three different maturity dates;
(v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, ;
(vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, ;
(vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Loan Commitments, as the case may be, in respect of which Term Lenders or RL Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Loan Commitments, as the case may be, offered to be extended by the Borrower Company pursuant to such Extension Offer, then the Term Loans or Revolving Loans, as the case may be, of such Term Lenders or RL Lenders, as the case may beapplicable, 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 Term Lenders or RL Lenders, as the case may beapplicable, have accepted such Extension Offer, ;
(viii) all documentation in respect of such Extension shall be consistent with the foregoing, ; and
(ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (x) at no time shall there be no more than four (4) separate Classes of Revolving Loans Commitments outstanding hereunder (including Extended Revolving Loan Commitments and Incremental Revolving Commitments). No Lender shall be obligated to provide any Extension, unless it so agrees in its sole discretionCompany.
(b) B. With respect to all Extensions consummated by the Borrower Company pursuant to this Section 2.16subsection, (i) such Extensions shall not constitute voluntary optional or mandatory payments or prepayments for purposes of Section 5 2.4 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; , provided that the Borrower Company may at its election specify as a 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 BorrowerCompany’s sole discretion and may be waived by the BorrowerCompany) of Term Loans or Revolving Loan Commitments (as applicable) of any or all applicable tranches Tranches be tendered. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.16 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans, Extended Revolving Loans and/or Extended Revolving Loan Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5 and 13.062.3, 2.4, 10.5, 10.6 or any other provision in this Agreement or the other Loan Documents providing for payment on a pro rata basis) or any other Credit Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.162.15.
C. Extended Term Loans and Extended Revolving Credit Commitments shall be established pursuant to an amendment (ceach, an “Extension Amendment”) No to this Agreement among Company, Administrative Agent and each Extending Term Lender or Extending Revolving Lender, as applicable, providing an Extended Term Loan or Extended Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.15A and 2.15B (but which shall not require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction (or waiver in accordance with such Extension Amendment) on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by Administrative Agent, receipt by Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall be required promptly notify each Lender as to effectuate any Extensions, other than (A) the consent effectiveness of each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Loan Commitments (or a portion thereof) and (B) with respect to any Extension Amendment. Each of the Revolving Loan Commitments, the consent of the Issuing Lender and Swingline Lender (to the extent the Swingline Facility is to be extended), which consent shall not be unreasonably withheld, delayed or conditioned. All Extended Term Loans, Extended Revolving Loans, Extended Revolving Loan Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Credit Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis (orconsent of any other Lenders, if different, on the same basis as applied to the Obligations being extendedextent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.4A with all respect to any Tranche of Term Loans subject to an Extension to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.4A), (iii) modify the prepayments set forth in Section 2.4B to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Credit Documents. The Loan Documents consistent with the provisions and intent of Section 10.6C (without the consent of the Requisite Lenders hereby irrevocably authorize the Administrative Agent called for therein) and Collateral Trustee to enter into (v) effect such other amendments to this Agreement and the other Credit Loan Documents with the Borrower as may be necessary or appropriate in order to establish new tranches or sub-tranches in respect of Revolving Loan Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate appropriate, in the reasonable opinion of Administrative Agent and Company, to effect the provisions of this Section 2.15, and the Requisite Lenders hereby expressly authorize the Administrative Agent and the Borrower in connection with the establishment of to enter into any such new tranches or sub-tranches, in each case on terms consistent with this Section 2.16. All such amendments entered into with the Borrower by the Administrative Agent or the Collateral Trustee hereunder shall be binding and conclusive on the LendersExtension Amendment. In addition, if so provided in any such amendment and with Amendment shall provide that, to the consent of extent consented to by each relevant Issuing Lender, participations in (a) with respect to any Letters of Credit expiring the expiration date for which extend beyond the maturity date for the non-extending Revolving Loan Commitments, participations in such Letters of Credit on or after the Maturity Date in respect of the Revolving Loans such maturity date shall be re-allocated reallocated from Lenders holding Revolving Loan Commitments to Lenders holding Extended Revolving Loan Commitments in accordance with the terms of such amendment; provided, however, amendment (provided that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Loan Commitments, be deemed to be participation interests in respect of such Revolving Loan Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. Without limiting ) and (b) limitations on drawings of Revolving Loans and issuances, extensions and amendments to Letters of Credit shall be implemented giving effect to the foregoing, in connection with any Extensions the respective Credit Parties shall (at their expense) amend (and the Collateral Trustee is hereby directed to amend) any Mortgage that has a maturity date foregoing reallocation prior to the Latest Maturity Date so such reallocation actually occurring to ensure that sufficient Extended Revolving Loan Commitments are available to participate in any such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Trustee)Letters of Credit.
(d) D. In connection with any Extension, the Borrower Company shall provide the Administrative Agent at least ten (10) 5 Business Days’ (or such shorter period as may be agreed by the Administrative AgentAgent in its sole discretion) 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 2.162.15.
E. No conversion or extension of Loans or Commitments pursuant to any Extension Amendment in accordance with this Section 2.15 shall constitute a voluntary or mandatory prepayment or repayment for purposes of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Alliance HealthCare Services, Inc)
Extensions of Term Loans and Revolving Loan Commitments. (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 U.S. Borrower to all Lenders of Term Loans (other than Initial Tranche B-1 Term Loans) with a like maturity date or Revolving Loan Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans (other than Initial Tranche B-1 Term Loans) or Revolving Loan Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the U.S. 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 Term Loans (other than Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments and otherwise modify the terms of such Term Loans (other than Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (other than Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans (other than Initial Tranche B-1 Term Loans)) (each, an “Extension,” ”, and each group of Term Loans or Revolving Loan Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Loan Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Loan Commitments shall constitute a separate tranche of Revolving Loan Commitments from the tranche of Revolving Loan Commitments from which they were converted), so long as the following terms are satisfied: (i) no Specified 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 and immediately prior to or after giving effect to any such ExtensionLenders, (ii) except as to interest rates, fees, optional redemption or optional prepayment terms, and final maturity, and after the final maturity date of the Initial Revolving Loan Commitment, any other covenants and provisions (which shall be determined by the Borrower and the relevant RL Lenders and set forth in the relevant Extension Offer), the Revolving Loan Commitment of any RL Revolving Lender that agrees to an extension with respect to such Revolving Loan Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Loan Commitment”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) in amounts, and with such other terms substantially identical to, or taken as a whole, no more favorable (as reasonably determined by the Borrower) to the Extending Revolving Credit Lenderterms, as may be agreed between the applicable original U.S. Borrower, the Administrative Agent and each Extended Revolving Loan Commitments Lender (including, but not limited, with respect to interest rates, fees, final maturity, quantum and related outstandingscovenants); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Loan Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Loan Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Loan Commitments of such tranche, (2x) subject to the provisions of Section 3.07 Sections 2.01(f) and 2.01(f3.01(c) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Loan Commitments or Incremental Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Loan Commitments in accordance with their percentage RL Percentage of the Revolving Loan Commitments (and except as provided in Section 3.07 2.01(f) and 2.01(f3.01(c), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Extended all borrowings under Revolving Loan Commitments after the applicable Extension date and repayments thereunder shall be made on a pro rata basis with all other (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (B) repayments required upon the maturity date of the non-extending Revolving Loan Commitments, except that the Borrower shall be permitted to permanently repay 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 ) and (4y) assignments and participations of Extended at no time shall there be Revolving Loan Commitments hereunder (including Extended Revolving Commitments and extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Initial any original Revolving Loan Commitments and Initial Revolving LoansCommitments) which have more than five different maturity dates, (iii) except as to interest rates, fees, amortization, final maturity date, optional redemptions or optional prepayments, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by between the U.S. Borrower and the Extending Term Lenders and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall be substantially identical to, or (taken have the same terms as a whole) no more favorable to the Extending Term Lenders, than those applicable to the tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions applicable only to periods after the then Latest Maturity Date of theretofore outstanding Term Loans)Offer, (iv) the final maturity date of any Extended Term Loans shall be no earlier than the then latest maturity date hereunder and the amortization schedule applicable to Term Loans pursuant to Section 5.02(b) for periods prior to the B Term Loan Maturity Date applicable to the Term Loans subject to the Extension Offermay not be increased, (v) the Weighted Average Life to Maturity weighted average life of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of the Term Loans extended thereby, (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Loan Commitments, as the case may be, in respect of which Term Lenders or RL Revolving Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Loan Commitments, as the case may be, offered to be extended by the U.S. Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Loans, as the case may be, of such Term Lenders or RL Revolving 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 Term Lenders or RL Revolving Lenders, as the case may be, have accepted such Extension Offer, (viii) all documentation in respect of such Extension shall be consistent with the foregoing, (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the U.S. Borrower and (x) at no time the Minimum Tranche Amount (as defined below) shall there be no satisfied unless waived by the Administrative Agent.
(b) Notwithstanding the foregoing, (A) if the interest rate margins (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing Extended Term Loans and any LIBOR floor applicable to such Extended Term Loans) relating to any Extended Term Loan exceeds the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the B Term Loans and any LIBO or Base Rate floor applicable to the B Term Loans) relating to the B Term Loans immediately prior to the effectiveness of the Extension by more than four 0.50%, the Applicable Margin relating to the B Term Loans, as applicable, shall be adjusted to be equal to the interest rate margins (4which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Extended Term Loans and any LIBOR floor applicable to such Extended Term Loans) separate Classes relating to such Extended Term Loans minus 0.50% and the Applicable Margin relating to any Incremental Term Loans (if any) and any Extended Term Loans which were extended pursuant to one or more prior Extensions (if any) shall be adjusted so that the difference between the Applicable Margin relating to the B Term Loans (after giving effect to the foregoing adjustment) and the Applicable Margin relating to such Incremental Term Loans and prior Extended Term Loans remains the same as immediately prior to the Extension and (B) if the interest rate margins (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing Extended Revolving Commitments (other than the 2017 Revolving Loan Commitments) and any LIBOR floor applicable to such Extended Revolving Commitments (other than the 2017 Revolving Loan Commitments)) or commitment fee relating to any Extended Revolving Commitments (other than the 2017 Revolving Loan Commitments) exceeds the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the 2017 Revolving Loan Commitments and any LIBO or Base Rate floor applicable to the 2017 Revolving Loan Commitments) or Commitment Commission relating to the 2017 Revolving Loan Commitments immediately prior to the effectiveness of the Extension by more than 0.50%, the Applicable Margin and Commitment Commission, as applicable, relating to the 2017 Revolving Loan Commitments shall be adjusted to be equal to the interest rate margins (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Extended Revolving Commitments (other than the 2017 Revolving Loan Commitments) and any LIBOR floor applicable to such Extended Revolving Commitments (other than the 2017 Revolving Loan Commitments)) relating to such Extended Revolving Commitments minus 0.50% and the Applicable Margin relating to any additional tranche of Revolving Loans Loan Commitments outstanding hereunder added pursuant to Section 2.14 and any Extended Revolving Commitments which were extended pursuant to one or more prior Extensions (including other than the 2017 Revolving Loan Commitments) (if any) shall be adjusted so that the difference between the Applicable Margin relating to the 2017 Revolving Loan Commitments (after giving effect to the foregoing adjustment) and the Applicable Margin relating such additional tranche of Extended Revolving Loan Commitments and Incremental prior Extended Revolving Commitments (other than the 2017 Revolving Loan Commitments). No Lender shall be obligated ) remains the same as immediately prior to provide any the Extension, unless it so agrees in its sole discretion.
(bc) With respect to all Extensions consummated by the U.S. Borrower pursuant to this Section 2.16Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5 5.01 or 5.02 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; , provided that (x) the U.S. Borrower may at its election specify as a 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 U.S. Borrower’s sole discretion and may be waived by the U.S. Borrower) of Term Loans or Revolving Loan Commitments (as applicable) of any or all applicable tranches be tenderedtendered and (y) no tranche of Extended Term Loans shall be in an amount of less than $100,000,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans, Extended Revolving Loans and/or Extended Revolving Loan Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5 2.11 and 13.062.17) or any other Credit Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.16Section.
(cd) No consent of any Lender or the Administrative Agent shall be required to effectuate any ExtensionsExtension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Loan Commitments (or a portion thereof) and (B) with respect to any Extension of the Revolving Loan Commitments, the consent of the each Issuing Lender and Swingline Lender (to the extent the Swingline Facility is to be extended)that also constitutes an Extending Revolving Lender, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. All Extended Term Loans, Extended Revolving Loans, Extended Revolving Loan Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Credit Documents that are secured by the Collateral on a pari passu basis (or, if different, on the same basis as applied to the Obligations being extended) with all other applicable Obligations under this Agreement and the other Credit Documents. The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Trustee to enter into amendments to this Agreement and the other Credit Documents with the U.S. Borrower as may be necessary or appropriate in order to establish new tranches or sub-tranches in respect of Revolving Loan Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the U.S. Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.16. All such amendments entered into with the Borrower by the Administrative Agent or the Collateral Trustee hereunder shall be binding and conclusive on the Lenders. In addition, if so provided in such amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Maturity Date in respect of the Revolving Loans shall be re-allocated from Lenders holding Revolving Loan Commitments to Lenders holding Extended Revolving Loan 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 Loan Commitments, be deemed to be participation interests in respect of such Revolving Loan 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 Credit Parties shall (at their expense) amend (and the Collateral Trustee Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date then latest maturity date so that such maturity date is extended to the Latest Maturity Date then latest maturity date (or such later date as may be advised by local counsel to the Collateral TrusteeAdministrative Agent).
(de) In connection with any Extension, the U.S. Borrower shall provide the Administrative Agent at least ten (10) 5 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 2.16Section.
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Extensions of Term Loans and Revolving Loan Commitments. (a) A. Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, each an “Extension Offer”) made from time to time by the Borrower Company to all Lenders of Term Loans (other than Initial Tranche B-1 Term Loans) with a like the same maturity date or Revolving Loan Commitments with a like maturity the same termination date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans (other than Initial Tranche B-1 Term Loans) or Revolving Loan Commitments with a like the same maturity date or termination date, as the case may be) and on the same terms to each such Lender, the Borrower Company 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 or termination date, as the case may be, of each such Lender’s Term Loans (other than Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments and otherwise modify the terms of such Term Loans (other than Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (other than Initial Tranche B-1 Term Loans) and/or Revolving Loan Commitments (and related outstandings, subject to subsections 2.13B and 2.13C) and/or modifying the amortization schedule in respect of such Lender’s Term Loans (other than Initial Tranche B-1 Term Loans)) (each, an “Extension,” ”, and each group of Term Loans or Revolving Loan Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Loan Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they that were convertednot extended, and any Extended Revolving Loan Commitments shall constitute a separate tranche of Revolving Loan Commitments from the tranche of Revolving Loan Commitments from which they that were convertednot extended), so long as the following terms are satisfied: (i) no Specified Potential Event of 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 any Lender and no Potential Event of Default or Event of Default shall have occurred and be continuing immediately prior to or after giving effect to the effectiveness of any such ExtensionExtended Term Loans or any Extended Revolving Loan Commitments, (ii) except as to interest rates, fees, optional redemption or optional prepayment terms, fees and final maturity, and after the final maturity termination date of the Initial Revolving Loan Commitment, any other covenants and provisions (which shall be determined by the Borrower and the relevant RL Lenders Company and set forth in the relevant Extension Offer), the Revolving Loan Commitment of any RL Revolving Lender that agrees to an Extension with respect to such Revolving Loan Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Loan Commitment”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with such other the same terms substantially identical to, or taken as a whole, no more favorable (as reasonably determined by the Borrower) to the Extending Revolving Credit Lender, as the applicable original Revolving Loan Commitments (and related outstandings); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings), (B) repayments required upon the maturity termination date of the non-extending Revolving Loan Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Loan Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Loan Commitments of such trancheCommitments, (2) subject to the provisions of Section 3.07 and 2.01(f) subsection 2.14 with respect to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist exists Extended Revolving Loan Commitments or Incremental Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Loan Commitments (and except as provided in Section 3.07 and 2.01(f), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued)Exposure, (3) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Loan Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Loan Commitments, except that the Borrower Company shall be permitted to permanently repay and terminate commitments of any such Class on a better than a non-pro rata basis as compared to any other Class with a later maturity termination date than such Class and Class, (4) assignments and participations of Extended Revolving Loan Commitments and extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Initial Revolving Loan Commitments and Initial Revolving LoansLoans and (5) at no time shall there be Revolving Loan Commitments hereunder (including Extended Revolving Loan Commitments and any Revolving Loan Commitments) which have more than four different maturity dates, (iii) except as to interest rates, fees, amortization, final maturity date, optional redemptions or optional prepayments, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and the Extending Term Lenders between Company and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall be substantially identical to, or (taken have the same terms as a whole) no more favorable to the Extending Term Lenders, than those applicable to the tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions applicable only to periods after the then Latest Maturity Date of theretofore outstanding Term Loans)Offer, (iv) the final maturity date of any Extended Term Loans Loan shall be no earlier than the Maturity Date latest maturity date applicable to the Term Loans subject to the Extension Offerany Loan hereunder, (v) the Weighted Average Life weighted average life to Maturity maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Term Loans extended thereby, (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case case, as specified in the respective Extension Offer, (vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Loan Commitments, as the case may be, in respect of which Lenders providing Term Lenders Loans or RL Revolving Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Loan Commitments, as the case may be, offered to be extended by the Borrower Company pursuant to such Extension Offer, then the Term Loans or Revolving Loans, as the case may be, of such Lenders providing Term Lenders Loans or RL Revolving 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 Lenders providing Term Lenders Loans or RL Revolving Lenders, as the case may be, have accepted such Extension Offer, (viii) all documentation in respect of such Extension shall be consistent with the foregoing, foregoing and (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (x) at no time shall there be no more than four (4) separate Classes of Revolving Loans Commitments outstanding hereunder (including Extended Revolving Loan Commitments and Incremental Revolving Commitments). No Lender shall be obligated to provide any Extension, unless it so agrees in its sole discretionCompany.
(b) B. With respect to all Extensions consummated by the Borrower Company pursuant to this Section 2.16subsection 2.13, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5 subsection 2.4 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; , provided that the Borrower Company may at its election specify as a 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 BorrowerCompany’s sole discretion and may be waived by the BorrowerCompany) of Term Loans or Revolving Loan Commitments (as applicable) of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.16 subsection 2.13 (including, for the avoidance of doubt, payment of any interest, fees or premium premiums in respect of any Extended Term Loans, Extended Revolving Loans and/or Extended Revolving Loan Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5 and 13.06subsection 2.4 (other than subsection 2.4B(ii))) or any other Credit Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.16subsection 2.13.
(c) No consent of any Lender or the Administrative Agent C. Any Extension shall be required to effectuate any Extensions, other than (A) the consent of each Lender agreeing to such Extension with respect effected pursuant to one or more Extension Offers executed and delivered by Company, Administrative Agent and the applicable Extending Revolving Lender and/or Extending Term Lender (which Extension Offer may, without the consent of its Term Loans and/or Revolving any other Lenders, effect such amendments to this Agreement and the other Loan Commitments (Documents as may be necessary or a portion thereof) and (B) appropriate, in the opinion of Administrative Agent, to effect the provisions of this subsection 2.13; provided that with respect to any Extension of the Revolving Loan Commitments, the consent of the Issuing Lender and Swingline Swing Line Lender (to the extent the Swingline Facility is to be extended), which consent shall not be unreasonably withheld, delayed withheld or conditioned. All Extended Term Loans, Extended Revolving Loans, Extended Revolving Loan Commitments and all obligations in respect thereof delayed) shall be Obligations under this Agreement and the other Credit Documents that are secured by the Collateral on a pari passu basis (or, if different, on the same basis as applied to the Obligations being extended) with all other applicable Obligations under this Agreement and the other Credit Documents. The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Trustee to enter into amendments to this Agreement and the other Credit Documents with the Borrower as may be necessary or appropriate in order to establish new tranches or sub-tranches in respect of Revolving Loan Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.16. All such amendments entered into with the Borrower by the Administrative Agent or the Collateral Trustee hereunder shall be binding and conclusive on the Lendersrequired). In addition, if so provided in such amendment Extension and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Maturity Revolving Loan Commitment Termination Date in respect of the Revolving Loans Loan Commitments shall be re-allocated from Lenders holding Revolving Loan Commitments to Lenders holding Extended Revolving Loan Commitments in accordance with the terms of such amendmentExtension ; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Loan Commitments, be deemed to be participation interests in respect of such Revolving Loan Commitments and the terms of such participation interests (including, without limitation, the commission fees applicable thereto) shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions the respective Credit Loan Parties shall (at their expense) amend (and the Collateral Trustee Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date then latest maturity date of Loans hereunder so that such maturity date is extended to the Latest Maturity Date latest such maturity date (or such later date as may be advised by local counsel to Administrative Agent). All Extended Term Loans, Extended Revolving Loan Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral Trustee)on a pari passu basis with all other Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Company as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Loan Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of Administrative Agent and Company in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this subsection 2.13.
(d) D. In connection with any Extension, the Borrower Company shall provide the Administrative Agent at least ten (10) 5 Business Days’ Days (or such shorter period as may be agreed to 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 2.16subsection 2.13.
E. This subsection 2.13 shall supersede any provisions in subsections 2.4 (other than subsection 2.4B(ii)) or subsection 10.6 to the contrary.
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Samples: Credit Agreement (United Online Inc)
