Extensions of Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion.
Appears in 3 contracts
Samples: Credit Agreement (SelectQuote, Inc.), Credit Agreement (SelectQuote, Inc.), Credit Agreement (SelectQuote, Inc.)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that all shall have accepted such offer extend the maturity date of any Term Loans and otherwise modify the terms of such Term Loans of such Lender 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 and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a portion “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 a separate Class of Term Loans), so long as the following terms are satisfied (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of one or more given Classes any Term Lender extended pursuant to any Extension (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) shall have the same terms and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loansconditions that are substantially identical to, the Borrower shall provide a notice or less favorable to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring lenders or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which investors providing such Extended Term Loans are intended to be amended, except that: (i) all or any as the tranche of the scheduled amortization payments of principal of the Extended Term Loans may be delayed subject to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan TrancheExtension Offer, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan then Latest Maturity Date of and the Existing amortization schedule, if any, applicable to Term Loan TrancheLoans for periods prior to the then applicable Latest Maturity Date may not be increased, (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary repayments or mandatory prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension RequestOffer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12, 2.13 or 2.15 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 of any or all applicable Classes be tendered. Any The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on 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 2.12, 2.13, 2.14 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19.
(c) Each of the parties hereto hereby (A) agrees that this Agreement and the other Loan Documents may be amended to give effect to each Extension (an “Extension Amendment”), without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.11 with respect to any Class 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 any the applicable Extension Request shall (with such amount to be designated a series applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.11), (each, a “Extension Series”iii) modify the prepayments set forth in Sections 2.12 and 2.13 to reflect the existence of the Extended Term Loans for all purposes and the application of prepayments with respect thereto, and (iv) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Agreement; provided that Section 2.19, and the Required Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into any such Extension Amendment and (B) consent to the transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of interest, fees or premiums in respect of any Extended Term Loans amended from an Existing Term on such terms as may be set forth in the relevant Extension Amendment). Without limiting the foregoing, in connection with any Extension, the respective Loan Tranche may, Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the extent provided in then Latest Maturity Date so that such maturity date is extended to the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect Latest Maturity Date after giving effect to such Existing Term Loan Tranche Extension (or such later date as may be advised by local counsel to the Collateral Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may reasonably be agreed by the Administrative Agent at the direction of the Required Lenders) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in which each case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series acting reasonably to accomplish the purposes of Extended Term Loans proposed to be incurred under this Section 1.13 2.19.
(e) This Section 2.19 shall be supersede any provisions in an aggregate principal amount that is not less than $5,000,000 (it being understood that Section 2.14, 2.15 or 10.08 to the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretioncontrary.
Appears in 3 contracts
Samples: Credit Agreement (Yellow Corp), Credit Agreement (Yellow Corp), Credit Agreement (YRC Worldwide Inc.)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request by the Borrower to all Lenders of any Class of Term Loans, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of the applicable Class) 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 all accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans of the applicable Class and otherwise modify the terms of such Term Loans 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 (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans, and which such extensions shall not be subject to any “no default” requirement, pro forma compliance with any leverage ratio or other financial tests or “most favored nations provisions”) (each, an “Extension,” and each group of Term Loans, as applicable, in each case as so extended, as well as the original Term Loans (in each case not so extended), being a portion separate Class of Term Loans from the Class of Term Loans from which they were converted, and it being understood that an Extension may be in the form of an increase in the amount of any other outstanding Class of Term Loans otherwise satisfying the criteria set forth below), so long as the following terms are satisfied: (i) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (ii), (iii) and (iv), be determined between the Borrower and set forth in the relevant Extension Offer), the Term Loans of one or more given Classes (the “Existing any Term Loan Tranche”) be amended Lender that agrees to extend the scheduled Term Loan Maturity Date(s) an extension with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, (an “Extending Lender”) extended pursuant to any Extension (“Extended Term Loans”) and to provide for other shall have the same terms consistent with this Section 1.13. In order to establish any Extended Term Loans, as the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy Class of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans subject to be established, which shall (x) be identical as offered such Extension Offer other than with respect to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring covenants or other similar fees payable in connection therewith that are not generally shared with all provisions applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to periods after the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amendedLatest Maturity Date, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the then latest maturity date hereunder and the amortization schedule applicable to Term Loan Loans pursuant to Section 2.07 for periods prior to the Maturity Date of the Existing for Term Loan TrancheLoans may not be increased, (Ciii) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Eiv) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer, (v) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof), as the case may be, in respect of which Term Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans, as the case may be, offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans, as the case may be, of such Term Lenders, as the case may be, shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (each, a “Extension Series”but not to exceed actual holdings of record) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to which such Existing Term Loan Tranche Lenders, as the case may be, have accepted such Extension Offer, (vi) all documentation in which case scheduled amortization with respect thereto of such Extension shall be proportionately increased)consistent with the foregoing, (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (viii) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. Each request for an Extension Series of Extended No Lender shall be obligated to extend its Term Loans proposed unless it so agrees.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be incurred under this Section 1.13 shall be in an aggregate principal any minimum amount or any minimum increment, provided that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amountx) and the Borrower may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which 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 (as applicable) of any or all applicable Classes be tendered and (y) no Class of Extended Term Loans shall be in an amount of less than $10,000,000 (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 transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans 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 2.05, 2.12 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans; provided that any Lender that elects not to agree to such Extension (such Lender being, a “Non-Extending Lender”) may be replaced by the Borrower pursuant to Section 3.06. All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Parents and the Borrower as may be necessary in order to establish new Classes in respect of 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 its sole discretionconnection with the establishment of such new Classes, in each case on terms consistent with this Section 2.15.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (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 2.15.
Appears in 3 contracts
Samples: Credit Agreement (Utz Brands, Inc.), First Lien Term Loan Credit Agreement (Collier Creek Holdings), Second Lien Term Loan Credit Agreement (Utz Quality Foods, LLC)
Extensions of Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the each Term Loans Loan of one or more given Classes any Class (the an “Existing Term Loan TrancheClass”) be amended converted or exchanged to extend the scheduled Term Loan Maturity Date(sfinal maturity date(s) of any payment of principal with respect to the all or a portion of any principal amount of such Term Loans of such Existing Term Loan Tranche (any such Term Loans that which have been so amendedextended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.132.15. In order Prior to establish entering into any Extension Agreement with respect to any Extended Term Loans, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Term Loan TrancheClass, with such request offered equally to all such Lenders of such Existing Term Loan Class) (each, an a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under of the Existing Term Loan Tranche Class from which such Extended Term Loans they are intended to be amended, extended except that: that (iw) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments payments, if any, of all or a portion of any principal amount of the such Extended Term Loans may be delayed to later dates than the scheduled amortization payments amortization, if any, of principal of the Term Loans of such Existing Term Loan Tranche, Class (with any such delay resulting in a corresponding adjustment to the extent provided scheduled amortization payments reflected in the applicable Extension Amendment; providedAgreement or the Incremental Agreement, howeveras the case may be, that at no time shall there be Classes with respect to the Existing Term Loan Class of Term Loans from which such Extended Term Loans hereunder that have were extended, in each case as more than three particularly set forth in Section 2.15(c) below), (3) different Term Loan Maturity Dates; (iix)(A) the economic terms of interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment premiums with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms those for the Term Loans of such Existing Term Loan TrancheClass and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; Agreement, (iiiy) subject to the provisions set forth in Sections 5.1 and 5.2, the Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof and (z) the Extension Amendment Agreement may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date Date. No Lender shall have any obligation to agree to have any of the Extension Amendment (immediately prior to the establishment its Term Loans of such Extended any Existing Term Loans); and (iv) Loan Class converted into Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior pursuant to the any Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to of any Extension Request Series shall be designated constitute a series (each, a “Extension Series”) separate Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an the Existing Term Loan Tranche may, to the extent provided in Class of Term Loans from which they were extended.
(b) The Borrower shall provide the applicable Extension AmendmentRequest to the Administrative Agent at least five (5) Business Days (or such shorter period as the Administrative Agent may determine in its reasonable discretion) prior to the date on which Lenders under the Existing Class are requested to respond, be designated as an increase in any previously established Extension Series with respect and shall agree to such Existing Term Loan Tranche (procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in which each case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series acting reasonably, to accomplish the purpose of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion2.
Appears in 2 contracts
Samples: Credit Agreement (Samson Resources Corp), Second Lien Term Loan Credit Agreement (Samson Holdings, Inc.)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or Lenders of Loans of any Class on a portion pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of one or more given Classes (with a like maturity date) and on the “Existing Term Loan Tranche”) be amended 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 scheduled Term Loan Maturity Date(s) with respect to the Term maturity date of each such Lender’s Loans of such Existing Term Loan Tranche (any Class and otherwise modify the terms of such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice pursuant to the Administrative Agent terms of the relevant Extension Offer (who shall provide a copy including, without limitation, by increasing the interest rate or fees payable in respect of such notice to each Loans and/or modifying the amortization schedule in respect of the Lenders under the applicable Existing Term Loan Tranchesuch Lender’s Loans) (each, an “Extension RequestExtension”) setting forth ), so long as the proposed following terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except thatsatisfied: (i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an the Extension Request Offer is delivered to the Lenders, (Bii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in no event prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined between the Borrower and the applicable Lenders and set forth in the relevant amendment to the Loan Documents providing for such Extended Term Loans (an “Extension Amendment”)), the Loans of any Lender that agrees to an extension with respect to such Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the Term Loan Maturity Date same terms as the Class of Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan Maturity Date final maturity date of the Existing Term Loan Trancheexisting Class of Loans, (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Trancheexisting Class of Loans, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Amendment, (vi) if the aggregate principal amount of Loans amended (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Loans of such Lenders shall be designated a series (each, a “Extension Series”) extended ratably up to such maximum amount based on the respective principal amounts of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to which such Existing Term Loan Tranche Lenders, have accepted such Extension Offer, (vii) all documentation in which case scheduled amortization with respect thereto of such Extension shall be proportionately increased). Each request consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent.
(b) With respect to all Extensions consummated by the Borrowers pursuant to this Section 2.20, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for an purposes of Section 2.5 or 2.6 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that (x) 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 Loans of any Class be tendered and (y) no Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not of less than $5,000,000 50,000,000 (it being understood that the actual principal amount thereof provided “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the applicable Administrative Agent. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.20 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be lower than such minimum amountset forth in the relevant Extension Offer) and hereby waive the Borrower requirements of any provision of this Agreement (including, without limitation, Sections 2.5, 2.6, 2.11 and 10.1) or any other Loan Document that may impose an otherwise prohibit any such Extension Minimum Condition or any other transaction contemplated by this Section 2.20.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension Amendment, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Request, which Amendment with the Borrower as may be waived by necessary in order to establish Extended Term Loans.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent and the Lenders of the applicable Class at least five (5) Business Days’ 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 its sole discretioneach case acting reasonably to accomplish the purposes of this Section.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (TMS International Corp.)
Extensions of Term Loans. (a) The Borrower may at from time to time, pursuant to the provisions of this Section 2.22, agree with one or more Lenders holding Term Loans of any time Class to extend the maturity date, and otherwise modify the economic terms of any such Class or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of any Term Loans of such Class or any portion thereof (each such modification an “Extension”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time request by the Borrower to all Lenders under any Class that all or is proposed to be extended under this Section 2.22), in each case on a portion pro rata basis (based on the relative principal amounts of the outstanding Term Loans of one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of each Lender in such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”Class) and on the same terms to provide for other terms consistent with this Section 1.13each such Lender. In order to establish any Extended Term Loansconnection with each Extension, the Borrower shall will provide a notice notification to the Administrative Agent (who shall provide a copy of such notice for distribution to each the Lenders of the Lenders under applicable Class), no later than 30 days prior to the maturity of the applicable Existing Class or Classes to be extended of the requested new maturity date for the extended Term Loan Tranche) Loans of each such Class (each, each an “Extension RequestExtended Maturity Date”) setting forth and the proposed terms due date for Lender responses. In connection with any Extension, each Lender of the Extended Term Loans applicable Class wishing to be establishedparticipate in such Extension shall, which shall (x) be identical as offered prior to each Lender under such Existing Term Loan Tranche (including as due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the proposed interest rates and fees payableAdministrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. After giving effect to any Extension, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended so extended shall cease to be amended, except that: (i) all or any a part of the scheduled amortization payments Class they were a part of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); Extension and shall be a new Class hereunder.
(ivb) Extended Term Loans may have call protection as may Each Extension shall be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior subject to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that following:
(Ai) no Default or Event of Default shall have occurred and be continuing at the time an any Extension Request Offer is delivered to Lendersthe Lenders or at the time of such Extension;
(ii) except as to interest rates, fees, scheduled amortization and final maturity date (Bwhich shall, subject to clause (iii) below, be determined by the Borrower and set forth in no event shall the relevant Extension Offer), the Term Loan Maturity Date Loans of any Extended Lender extended pursuant to any Extension shall have the same terms as the Class of Term Loans subject to the related Extension Offer; provided that at no time shall there be more than three different Classes of Term Loans;
(iii) the final maturity date of any Term Loans of a given Class to be extended pursuant to an Extension Series at the time of establishment thereof shall be earlier later than the Term Loan Maturity Date final maturity date of such Class, and the Existing Term Loan Tranche, (C) the Weighted Average Life weighted average life to Maturity maturity of any Extended Term Loans of a given Class to be extended pursuant to an Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of such Class;
(iv) if the Existing aggregate principal amount of Term Loan TrancheLoans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Term Loans of such Class offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Term Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (Dnot to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer;
(v) all documentation in respect of such Extension Amendment shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; and
(Evi) any Extended Term Loans may participate on a pro rata basis or less than applicable Minimum Extension Condition (but not greater than a pro rata basisas defined below) in shall be satisfied;
(c) If at the time any voluntary repayments or prepayments of principal Extension of Term Loans hereunder (as so extended, “Current Extension Loans”) becomes effective, any other Class remains outstanding, then, if the Weighted Average Yield applicable to any such Current Extension Loans exceeds the Weighted Average Yield applicable to such other Class by more than 0.50%, then the Weighted Average Yield applicable to such other Class shall be increased so that it equals the Weighted Average Yield applicable to the Current Extension Loans (calculated as provided above) less 0.50%.
(d) The consummation and on effectiveness of any Extension will be subject to a pro rata basis or condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) with respect to a minimum amount (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than a pro rata basis (but $25,000,000, unless another amount is agreed to by the Administrative Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.18 and Section 9.06 will not greater than a pro rata basis), in any mandatory repayments or prepayments apply to Extensions of Term Loans hereunderpursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.22, including to any payment of interest or fees in respect of any Term Loans that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Terms Loans of any other Class, in each case as specified is set forth in the respective relevant Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretionOffer.
Appears in 2 contracts
Samples: Credit Agreement (Dynegy Inc.), Credit Agreement (Dynegy Inc.)
Extensions of Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of one or more a given Classes Class (the an “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms All-In Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding the Initial Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (SelectQuote, Inc.), Credit Agreement (SelectQuote, Inc.)
Extensions of Term Loans. (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 after the date that is two (2) years after the date hereof to all Lenders of Term Loans with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans with a like maturity date) 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 (and, if applicable, by modifying the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans so extended, as well as the original Term Loans 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 extended), so long as the following terms are satisfied: (i)
(1) except as to pricing (including interest rates, fees, funding discounts and prepayment premiums), amortization, maturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (i)(2), (i)(3) and (ii), be set forth in the relevant Extension Offer), the Term Loans of any Term Loan 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 have the same terms the terms and conditions of the tranche of Term Loans subject as to such Extension Offer, (2) 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 Class extended thereby and (3) 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 each case after giving effect to any Extended Term Loans, in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Offer, (ii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof), in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Loan Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders have accepted such Extension Offer and (iii) all documentation in respect of such Extension shall be consistent with the foregoing.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.18, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement and (ii) each Extension Offer shall specify the minimum amount of Term Loans to be tendered. The transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below).
(c) No consent of any Lender or any other Person shall be required to effectuate any Extension, other than the consent of the Borrower, each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof), the Collateral Agent and the Administrative Agent. All Extended Term Loans 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 with all other applicable Obligations under this Agreement and the other Credit Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents (an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate in the opinion of the Administrative Agent and the Collateral Agent and the Borrower to effect the provisions of this Section 2.18 (including in connection with the establishment of such new tranches or sub-tranches on terms consistent with this Section 2.18).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent and the Collateral Agent at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent and the Collateral Agent) prior written notice thereof, and shall agree to such procedures (including 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 and the Collateral Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18.
(e) Notwithstanding anything to the contrary above, at any time and from time to time request that all or following the establishment of a portion Class of the Term Loans of one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower may offer any Lender of a Term Loan Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in such Extension Amendment the right to convert all or any portion of its Term Loans into such Class of Extended Term Loans; provided, that (i) such offer and any related acceptance shall provide a notice to be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent Agent; (who shall provide a copy of ii) such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the additional Extended Term Loans to be establishedLoans, which shall (x) shall be on identical as offered to each Lender under such Existing Term Loan Tranche terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable the relevant Lenders) and offered pro rata to each Lender under such Existing with the existing Extended Term Loan Tranche Loans, and (y) be identical with respect to the Term Loans under the Existing Term Loan Tranche from which such any additional Extended Term Loans are intended shall result in proportionate increases to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely otherwise owing with respect to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); , (iii) any Lender which elects to participate in an Extension Facility pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent and executed by such Lender, the Administrative Agent and the Collateral Agent, the Borrower and the other Credit Parties and (iv) any such additional Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 1,000,000 (it being understood that or, in the actual case of an outstanding Class with an entire outstanding principal amount thereof provided by of existing Term Loans less than a $1,000,000 that is to be refinanced in full, such outstanding principal amount or commitments), unless each of the applicable Lenders may be lower than such minimum amount) Borrower and the Borrower may impose an Extension Minimum Condition with respect Administrative Agent and the Collateral Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Extension RequestLoans made as provided above shall be treated as part of the Class to which such Loans are added, which may be waived by the Borrower in its sole discretionand shall not constitute a new Class of Extended Term Loans.
Appears in 2 contracts
Samples: Credit Agreement (ARKO Corp.), Credit Agreement (ARKO Corp.)
Extensions of Term Loans. (a) The Borrower may at any time and from time to time after the Stage 3 Closing Date request that all or a portion of the Term Loans outstanding at the time of one or more given Classes such request (the any such Term Loans, “Existing Term Loan TrancheLoans”) be amended converted to extend the scheduled Term Loan Maturity Date(s) final maturity date of any payment of principal with respect to the all or a portion of any principal amount of such Term Loans of such Existing Term Loan Tranche (any such Term Loans that which have been so amendedconverted, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.132.06 (Extensions of Term Loans). In order Prior to establish entering into any Extension Amendment with respect to any Extended Term Loans, the Borrower shall provide a written notice to the Administrative Intercreditor Agent and the Term Loan Facility Agent (who shall provide a copy of such notice to each of the Term Lenders under of the applicable Existing Term Loan TrancheLoans and which such request shall be offered equally to all such Term Lenders) (each, an a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Existing Term Loans, except that (i) the Extended Term Loans under may constitute a separate class of Term Loans than the Existing Term Loan Tranche from which Loans and may have distinct voting rights with respect to such Extended Term Loans are intended to class, (ii) the scheduled final maturity date shall be amended, except that: (i) extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of the such Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 3.01(a) (Repayment of such Term Loan Borrowings) with respect to the Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Loans from which such Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranchewere extended, in each casecase as more particularly set forth in Section 2.06(c) (Extensions of Term Loans) below) (provided that, for the avoidance of doubt, the weighted average life to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment maturity of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Existing Term Loan TrancheLoans), (Diii) all documentation in respect of such Extension Amendment shall be consistent with (A) the foregoing and interest rates (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basisincluding through fixed interest rates), in any mandatory repayments or prepayments of Term Loans hereunderinterest margins, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (eachrate floors, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche mayupfront fees, to the extent provided in the applicable Extension Amendmentfunding discounts, be designated as an increase in any previously established Extension Series original issue discounts and premiums with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of the Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion.Loans
Appears in 2 contracts
Samples: Term Loan Facility Agreement (Cheniere Energy, Inc.), Term Loan Facility Agreement (Cheniere Corpus Christi Holdings, LLC)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or Lenders of Term Loans with a portion like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of one or more given Classes (with a like Maturity Date) and on the “Existing Term Loan Tranche”) be amended 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 scheduled Term Loan Maturity Date(s) with respect to the Date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension RequestExtension”) setting forth , and each group of Term Loans so extended, as well as the proposed terms of the original Term Loans not so extended, being a “tranche”). Any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate tranche of Term Loans under from the Existing tranche of Term Loan Tranche Loans from which such Extended Term Loans they were converted, so long as the following terms are intended to be amended, except thatsatisfied: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders; (ii) except as to pricing (interest rate, fees, funding discounts and prepayment premiums) and maturity (B) which shall be set forth in no event shall the relevant Extension Offer), the Term Loan Loans of any 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 have the same terms as the tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date of the Term Loans); (iii) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan then Latest Maturity Date of the Existing Term Loan Tranche, Loans; (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, Class extended thereby; (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case case, as specified in the respective Extension Request. Any Offer (provided that if the applicable Extending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended); (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (vii) the Extended Term Loans amended pursuant to may not be guaranteed by any Extension Request Subsidiary of Parent other than the Loan Parties; (viii) no assets or property shall be designated a series (each, a “Extension Series”) of secure the Extended Term Loans unless such assets or property constitute Collateral; and (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.21, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for all purposes of this Agreement; provided that any Extended Agreement and (ii) each Extension Offer shall specify the minimum amount of Term Loans amended from an Existing Term Loan Tranche mayto be tendered, to the extent provided in the applicable Extension Amendment, which shall be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in of a Class an integral multiple of $1.0 million and an aggregate principal amount that is not less than $5,000,000 50.0 million (it being understood that or if less, the actual remaining outstanding principal amount thereof provided thereof) (or such lesser minimum amount reasonably approved by the applicable Lenders Administrative Agent) (a “Minimum Extension Condition”). The transactions contemplated by this Section 2.21 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be lower set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other person (other than as set forth in clause (c) of this Section 2.21), and the requirements of any provision of this Agreement (including Sections 2.09 and 2.16) or any other Loan Document that may otherwise prohibit any such minimum amountExtension or any other transaction contemplated by this Section 2.21 shall not apply to any of the transactions effected pursuant to this Section 2.21.
(c) The consent (such consent not to be unreasonably withheld, delayed or conditioned) of the Administrative Agent shall be required to effectuate any Extension. No consent of any Lender or any other person shall be required to effectuate any Extension, other than the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches in respect of 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 may impose an Extension Minimum Condition in connection with respect the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.21. This Section 2.21 shall supersede any provisions in Section 9.08 to any Extension Request, which may be waived by the Borrower in its sole discretioncontrary.
Appears in 2 contracts
Samples: Credit Agreement (Smart & Final Stores, Inc.), First Lien Term Loan Credit Agreement (Smart & Final Stores, Inc.)
Extensions of Term Loans. (a) The Borrower Borrowers may at any time and from time to time request that all or a portion of the each Term Loans Loan of one or more given Classes any Class (the an “Existing Term Loan TrancheClass”) be amended converted or exchanged to extend the scheduled Term Loan Maturity Date(sfinal maturity date(s) of any payment of principal with respect to the all or a portion of any principal amount of such Term Loans of such Existing Term Loan Tranche (any such Term Loans that which have been so amendedextended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.132.22. In order Prior to establish entering into any Extension Agreement with respect to any Extended Term Loans, the Borrower Borrowers shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Term Loan TrancheClass, with such request offered equally to all such Lenders of such Existing Term Loan Class) (each, an a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under of the Existing Term Loan Tranche Class from which such Extended Term Loans they are intended to be amended, extended except that: that (iw) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of the such Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, Class (with any such delay resulting in a corresponding adjustment to the extent provided scheduled amortization payments reflected in Section 2.11 or in the applicable Extension Amendment; providedAgreement or the Incremental Facility Joinder Agreement, howeveras the case may be, that at no time shall there be Classes with respect to the Existing Term Loan Class of the Term Loans from which such Extended Term Loans hereunder that have were extended, in each case as more than three particularly set forth in Section 2.22(c) below), (3) different Term Loan Maturity Dates; (iix)(A) the economic interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms of and premiums with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms those for the Term Loans of such Existing Term Loan TrancheClass and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; Agreement, (iiiy) subject to the provisions set forth in Sections 2.12 and 2.13, the Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) and mandatory prepayment terms as may be agreed between the Borrowers and the Lenders thereof and (z) the Extension Amendment Agreement may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date Date. No Lender shall have any obligation to agree to have any of the Extension Amendment (immediately prior to the establishment its Term Loans of such Extended any Existing Term Loans); and (iv) Loan Class converted into Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior pursuant to the any Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to of any Extension Request Series shall be designated constitute a series (each, a “Extension Series”) separate Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an the Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series Class of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, from which may be waived by the Borrower in its sole discretionthey were extended.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Houghton Mifflin Harcourt Co), Term Loan Credit Agreement (Houghton Mifflin Harcourt Co)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or Lenders of Term Loans with a portion like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of one or more given Classes (with a like maturity date) and on the “Existing Term Loan Tranche”) be amended 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 scheduled Term Loan Maturity Date(s) with respect to the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension RequestExtension”) setting forth , and each group of Term Loans, as so extended, as well as the proposed terms of the original Term Loans (not so extended), being a “tranche”; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate tranche of Term Loans under from the Existing tranche of Term Loan Tranche Loans from which such Extended Term Loans they were converted), so long as the following terms are intended to be amended, except that: satisfied:
(i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders,
(ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iii), (Biv) and (v), be determined by the Borrower and set forth in no event shall the relevant Extension Offer), the Term Loan Maturity Date Loans of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer until the maturity of such Term Loans,
(iii) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, Date,
(Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, Loans extended thereby,
(D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of the Term Loans hereunderLoans, in each case as specified in the respective Extension Request. Any Extended Offer,
(vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (eachbut not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer,
(vii) all documentation in respect of such Extension shall be consistent with the foregoing and
(viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.23, a “(i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08, 2.09, 2.11 or 2.18, (ii) the amortization schedule set forth in Section 2.10 shall be adjusted to give effect to the Extension Series”) of Extended the relevant Term Loans for all purposes of this Agreementand (iii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which 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 of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.08, 2.09, 2.11 or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of 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 its sole discretionconnection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.23. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest maturity date so that such maturity date is extended to the then latest maturity date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (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 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 2.23.
Appears in 2 contracts
Samples: Credit Agreement (Generac Holdings Inc.), Credit Agreement (Generac Holdings Inc.)
Extensions of Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect Notwithstanding anything to the Term Loans of such Existing Term Loan Tranche contrary in this Agreement, not less than forty-five (any such Term Loans that have been so amended, “Extended Term Loans”45) and days prior to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loansthe then-effective Maturity Date, the Borrower shall provide may, at its option, by means of a notice letter (an “Extension Request”) addressed to the Administrative Agent (who shall provide promptly deliver such Extension Request to each Lender), request that all the Lenders of all or a copy portion of Loans with a like Maturity Date and on the same terms to each such Lender extend their scheduled Maturity Dates and otherwise modify the terms of such notice Loans pursuant to each the terms of the Lenders under relevant Extension Request (including, without limitation, by increasing the applicable Existing Term Loan Trancheinterest rate or fees payable in respect of such Loans) (each, an “Extension RequestExtension”) setting forth , and each group of Loans as so extended, as well as the proposed terms of the original Loans (not so extended), being a “tranche”; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to constitute a separate tranche of Loans from the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term tranche of Loans under the Existing Term Loan Tranche from which such Extended Term Loans they were converted), so long as the following terms are intended to be amended, except that: satisfied:
(i) all or any of except as to interest rates, fees, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (ii), (iii), (iv) and (v), be determined by the scheduled amortization payments of principal of Borrower and set forth in the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of relevant Extension Request), the Term Loans of such Existing any Term Loan Tranche, Lender (an “Extending Term Lender”) extended pursuant to the extent provided in the applicable any Extension Amendment; provided, however, that at no time shall there be Classes of (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; subject to such Extension Request, (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan Maturity Date of applicable to the Existing Term Loan TrancheLoans extended thereby (prior to giving effect to any such Extension), (Ciii) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Eiv) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any , (v) the interest rate for any Extending Term Loan shall not be greater than the interest rate for the Term Loans made on the Closing Date, provided, that in determining the interest rate for the Extended Term Loans amended pursuant solely for the purpose of this Section, (A) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable to the Extending Term Lenders and the Lenders in the initial primary syndication thereof shall be included and equated to interest (with OID or upfront fees being equated to interest based on an assumed four-year life to maturity), and (B) customary arrangement, underwriting, structuring or commitment fees payable to one or more arrangers (or their affiliates) in connection with the Extended Term Loans and the Term Loans made on the Closing Date shall be excluded, (vi) all documentation in respect of such Extension shall be consistent with the foregoing; (vii) no more than four (4) Maturity Dates shall apply to the outstanding Loans after giving effect to any Extension proposed in such Extension Request and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. Each Lender electing (in its sole discretion) to extend its scheduled Maturity Date shall execute and deliver not later than the date set by the Borrower and the Administrative Agent in the applicable Extension Request counterparts of such Extension Request to the Administrative Agent, who shall notify the Borrower, in writing, of the Lenders’ decisions as soon as possible thereafter, whereupon such Lender’s scheduled Maturity Date shall be extended, effective only as of the date that is such Lender’s then-current scheduled Maturity Date, for the period as agreed in the Extension Request. Any Lender that declines or fails to respond to an Extension Request shall be designated a series deemed to have not extended its scheduled Maturity Date
(eachb) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.11, a “no Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, Request is required to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal minimum amount or any minimum increment; provided, that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and may be waived by the Borrower) of Term Loans 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 2.11 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Request) and hereby waive the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.11.
(c) The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of 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 its sole discretionconnection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.11. All such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders.
Appears in 2 contracts
Samples: Senior Secured Term Loan Credit Agreement (Pacific Ethanol, Inc.), Senior Secured Term Loan Credit Agreement (Aventine Renewable Energy Holdings Inc)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the applicable Borrower to all Lenders of Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans, in each case of any Class and on a portion pro rata basis (based on the aggregate outstanding principal amount of the respective Term B-1 Loans, Incremental Term Loans, New Term Loans of one or more given Classes (Other Term Loans, as the “Existing Term Loan Tranche”case may be, with a like Maturity Date) be amended and on the same terms to each such Lender, such 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 scheduled maturity date of each such Lender’s Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amendedB-1 Loans, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date and otherwise modify the Borrower shall provide a notice terms of such Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans pursuant to the Administrative Agent terms of the relevant Extension Offer (who shall provide a copy including, without limitation, by increasing the interest rate or fees payable in respect of such notice to each Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans and/or modifying the amortization schedule in respect of the Lenders under the applicable Existing such Lender’s Term Loan TrancheB-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date) (each, an “Extension RequestExtension,” and each group of Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans as so extended, as well as the original Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans (in each case not so extended), being a “tranche”) setting forth the proposed terms of the ; any Extended Term Loans to be establishedshall constitute a separate tranche of Term B-1 Loans, which shall (x) be identical as offered to each Lender under such Existing Incremental Term Loan Tranche (including as to the proposed interest rates and fees payableLoans, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the New Term Loans under or Other Term Loans from the Existing tranche of Term Loan Tranche B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date from which such Extended Term Loans they were converted), so long as the following terms are intended to be amended, except thatsatisfied: (i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (Biv) and (v), be determined by the applicable Borrower and the Extending Term Loan Lenders and set forth in no event shall the relevant Extension Offer), the Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans of any Term Loan Lender that agrees to an Extension with respect to such Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date (an “Extending Term Loan Lender”) extended pursuant to any Extension (“Extended Term Loans”); (iii) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan then Latest Maturity Date of the Existing Term Loan Tranche, hereunder; (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheB-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans extended thereby; (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Offer; (vi) if the aggregate principal amount of Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans (calculated on the face amount thereof), as the case may be, in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be, offered to be extended by the applicable Borrower pursuant to such Extension Offer, then the Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (vii) all documentation in respect of such Extension shall be consistent with the foregoing; (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the applicable Borrower and (ix) any Extended Term Loans amended shall be denominated in the same currency as the Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans extended thereby.
(b) With respect to all Extensions consummated by a Borrower pursuant to this Section 2.25, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.12 and 2.13 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that such Borrower may at its election specify as a condition (a “Minimum Extension Request Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in such Borrower’s sole discretion and may be waived by such Borrower) of Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans (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 2.25 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on the same 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 2.18 and 7.02) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.25.
(c) No consent of any Lender or the Administrative Agent shall be designated required to effectuate any Extensions, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be (or a series portion thereof). All Extended Term Loans incurred by the Lead Borrower and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Without limiting the foregoing, in connection with any Extension, the Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Lead Borrower shall provide the Administrative Agent at least five (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, rendering 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 2.25.
(e) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given tranche of Extended Term Loans to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an election by such Lender to extend all or a portion of its Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be, timely submitted by such Lender in accordance with the procedures set forth in the applicable documentation governing such Extension, then the Administrative Agent, the applicable Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Term Loan Extension SeriesAmendment”) within 15 days following the effective date of such Extension, which Corrective Term Loan Extension Amendment shall (i) provide for the conversion and extension of Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be, under the applicable tranche of Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans in such amount as is required to cause such Lender to hold Extended Term Loans for all purposes of this Agreement; provided that any the applicable tranche of Term B-1 Loans Incremental Term Loans, New Term Loans or Other Term Loans into which such other Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans were initially converted, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Extended Term Loans amended from an Existing Term to which it was entitled under the terms of such Extension in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the applicable Borrower and such Lender may agree, and (iii) effect such other amendments to this Agreement and the other Loan Tranche mayDocuments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series provisions of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion2.25.
Appears in 2 contracts
Samples: Credit Agreement (Hemisphere Media Group, Inc.), Credit Agreement (Hemisphere Media Group, Inc.)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or Lenders of Term Loans with a portion like Maturity Date of the same Class, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans with a like Maturity Date of one or more given Classes (the “Existing Term Loan Tranche”same Class, as the case may be) be amended 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 scheduled Term Loan Maturity Date(s) with respect to the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amendedpursuant to the terms of the relevant Extension Offer (including, “Extended without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension RequestExtension”) setting forth , and each group of Term Loans, as applicable, in each case as so extended, as well as the proposed terms of the original Term Loans (in each case not so extended), thereafter being separate Classes; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate Class of Term Loans under from the Existing Class of Term Loan Tranche Loans from which such Extended Term Loans they were converted), so long as the following terms are intended to be amended, except thatsatisfied: (i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders, (Bii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in no event shall prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loan Loans of any 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 Latest Maturity Date as in effect at the time of the Extension Offer), (iii) the final maturity date of any Extended Term Loans of a given Extension Series shall be no earlier than the then Latest Maturity Date hereunder as in effect at the time of establishment thereof be earlier than the Extension Offer and the scheduled repayments applicable to the respective Extended Term Loan Maturity Date Loans shall not, for periods prior to the scheduled maturity date of the Existing Term Loan TrancheClass in respect of the Extension Offer is being made, be greater than those which would have applied in the absence of such Extension, (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Class of Term Loan TrancheLoans extended thereby that do not accept such Extension Offer (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans), (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer, (vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Lenders shall be designated extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the Minimum Extended Class Amount shall be satisfied unless waived by the Administrative Agent.
(b) With respect to each Extension consummated by the Borrower pursuant to this Section 2.16, (i) such Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 4 and (ii) no Extension Offer is required to be in any minimum amount; provided that (x) the Borrower may at its election specify as a series condition (each, a “Minimum Extension SeriesCondition”) to consummating any such Extension that a minimum aggregate principal amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion and waivable by the Borrower in its sole discretion) of Term Loans of any or all applicable Classes be tendered and (y) each Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 25,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount“Minimum Extended Class Amount”) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be unless 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 on 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 4 and 12.06) or any other Credit Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.16.
(c) Each Extension shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in this Section 2.16 (but which shall not require the consent of any 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 6.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions and officers’ certificates consistent with those delivered on the Closing Date under Section 5 and (ii) reaffirmation agreements and/or such amendments to the Credit Documents (including, without limitation, any Mortgage modifications and related date-down endorsements to the Mortgage Policies) as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Credit Documents. Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) establish new Classes or sub-Classes in respect of the Extended Term Loans incurred pursuant thereto, (ii) modify Scheduled Repayments as provided in Section 4.02(a), (iii) modify the prepayments set forth in Section 4.01 and Section 4.02 to reflect the existence of new Classes or sub-Classes of Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other technical amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Without limiting the foregoing, in connection with any Extensions the respective Credit Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, rendering 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 its sole discretioneach case acting reasonably to accomplish the purposes of this Section 2.16.
(e) This Section 2.16 shall supersede any provisions in Section 12.06 or 12.12 to the contrary.
Appears in 2 contracts
Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (Jill Intermediate LLC)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower Agent to all or Lenders of Term Loans with a portion like maturity date, on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of one or more given Classes (with a like maturity date) and on the “Existing Term Loan Tranche”) be amended same terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the scheduled Term Loan Maturity Date(s) with respect to the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension RequestExtension,” and each group of Term Loans as so extended, as well as the original Term Loans (not so extended), being a “tranche”) setting forth the proposed terms of the ; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate tranche of Term Loans under from the Existing tranche of Term Loan Tranche Loans from which such Extended Term Loans they were converted) so long as the following terms are intended to be amended, except thatsatisfied: (i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders, (Bii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in no event shall prepayments (which shall, subject to the immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower Agent and set forth in the relevant Extension Offer), the Term Loan Maturity Date Loans of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer until the maturity of such Term Loans, (iii) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the then latest maturity date hereunder and the amortization schedule applicable to Term Loan Loans pursuant to subsection 2.2 for periods prior to the Maturity Date of the Existing Term Loan TrancheDate, as applicable, may not be increased, (Civ) the Weighted Average Life to Maturity weighted average life of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer, (vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower Agent pursuant to any such Extension Request Offer, then the Term Loans of such Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (each, a “Extension Series”but not to exceed actual holdings of record) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to which such Existing Term Loan Tranche Lenders have accepted such Extension Offer, (vii) all documentation in which case scheduled amortization with respect thereto of such Extension shall be proportionately increased). Each request consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent.
(b) With respect to all Extensions consummated by the Borrowers pursuant to this subsection, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for an purposes of subsection 4.5 or 4.6 and (ii) no Extension Series of Extended Term Loans proposed Offer is required to be incurred under this Section 1.13 shall be in an aggregate principal any minimum amount or any minimum increment, provided that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amountx) and the Borrower Agent may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower Agent’s sole discretion and may be waived by the Borrower Agent) of Term Loans of any or all applicable tranches be tendered and (y) no tranche of Extended Term Loans shall be in an amount of less than $50,000,000 (or, if less, the then aggregate outstanding amount of the Term Loans) (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 transactions contemplated by this subsection (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including subsection 4.5 or 4.6 and 4.16(a)) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its sole discretionTerm Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers as may be necessary in order to establish new tranches or sub-tranches in respect of 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 Agent in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this subsection. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest maturity date so that such maturity date is extended to the then latest maturity date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower Agent shall provide the Administrative Agent at least 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 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 subsection.
Appears in 2 contracts
Samples: Term Loan Exchange Agreement (Cumulus Media Inc), Credit Agreement (Cumulus Media Inc)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that all shall have accepted such offer extend the maturity date of any Term Loans and otherwise modify the terms of such Term Loans of such Lender 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 and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a portion “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 a separate Class of Term Loans), so long as the following terms are satisfied (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of one or more given Classes any Term Lender extended pursuant to any Extension (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) shall have the same terms and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loansconditions that are substantially identical to, the Borrower shall provide a notice or less favorable to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring lenders or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which investors providing such Extended Term Loans are intended to be amended, except that: (i) all or any as the tranche of the scheduled amortization payments of principal of the Extended Term Loans may be delayed subject to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan TrancheExtension Offer, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan then Latest Maturity Date of and the Existing amortization schedule, if any, applicable to Term Loan TrancheLoans for periods prior to the then applicable Latest Maturity Date may not be increased, (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary repayments or mandatory prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension RequestOffer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12, 2.13 or 2.15 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 of any or all applicable Classes be tendered. Any The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on 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 2.12, 2.13, 2.14 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19.
(c) Each of the parties hereto hereby (A) agrees that this Agreement and the other Loan Documents may be amended to give effect to each Extension (an “Extension Amendment”), without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.11 with respect to any Class 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 any the applicable Extension Request shall (with such amount to be designated a series applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.11), (each, a “Extension Series”iii) modify the prepayments set forth in Sections 2.12 and 2.13 to reflect the existence of the Extended Term Loans for all purposes and the application of prepayments with respect thereto, and (iv) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Required Lenders and the Borrower, to effect the provisions of this Agreement; provided that Section 2.19, and the Required Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into any such Extension Amendment and (B) consent to the transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of interest, fees or premiums in respect of any Extended Term Loans amended from an Existing Term on such terms as may be set forth in the relevant Extension Amendment). Without limiting the foregoing, in connection with any Extension, the respective Loan Tranche may, Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the extent provided in then Latest Maturity Date so that such maturity date is extended to the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect Latest Maturity Date after giving effect to such Existing Term Loan Tranche Extension (or such later date as may be advised by local counsel to the Required Lenders).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may reasonably be agreed by the Administrative Agent at the direction of the Required Lenders) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in which each case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series acting reasonably to accomplish the purposes of Extended Term Loans proposed to be incurred under this Section 1.13 2.19.
(e) This Section 2.19 shall be supersede any provisions in an aggregate principal amount that is not less than $5,000,000 (it being understood that Section 2.14, 2.15 or 10.08 to the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretioncontrary.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (YRC Worldwide Inc.), Term Loan Credit Agreement (YRC Worldwide Inc.)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the applicable Borrower to all Lenders of Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans, in each case of any Class and on a portion pro rata basis (based on the aggregate outstanding principal amount of the respective Term B Loans, Incremental Term Loans, New Term Loans of one or more given Classes (Other Term Loans, as the “Existing Term Loan Tranche”case may be, with a like Maturity Date) be amended and on the same terms to each such Lender, such 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 scheduled maturity date of each such Lender’s Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amendedB Loans, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date and otherwise modify the Borrower shall provide a notice terms of such Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans pursuant to the Administrative Agent terms of the relevant Extension Offer (who shall provide a copy including, without limitation, by increasing the interest rate or fees payable in respect of such notice to each Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans and/or modifying the amortization schedule in respect of the Lenders under the applicable Existing such Lender’s Term Loan TrancheB Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date) (each, an “Extension RequestExtension,” and each group of Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans as so extended, as well as the original Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans (in each case not so extended), being a “tranche”) setting forth the proposed terms of the ; any Extended Term Loans to be establishedshall constitute a separate tranche of Term B Loans, which shall (x) be identical as offered to each Lender under such Existing Incremental Term Loan Tranche (including as to the proposed interest rates and fees payableLoans, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the New Term Loans under or Other Term Loans from the Existing tranche of Term Loan Tranche B Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date from which such Extended Term Loans they were converted), so long as the following terms are intended to be amended, except thatsatisfied: (i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (Biv) and (v), be determined by the applicable Borrower and the Extending Term Loan Lenders and set forth in no event shall the relevant Extension Offer), the Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans of any Term Loan Lender that agrees to an Extension with respect to such Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date (an “Extending Term Loan Lender”) extended pursuant to any Extension (“Extended Term Loans”); (iii) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan then Latest Maturity Date of the Existing Term Loan Tranche, hereunder; (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheB Loans, Incremental Term Loans, New Term Loans or Other Term Loans extended thereby; (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Offer; (vi) if the aggregate principal amount of Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans (calculated on the face amount thereof), as the case may be, in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be, offered to be extended by the applicable Borrower pursuant to such Extension Offer, then the Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (vii) all documentation in respect of such Extension shall be consistent with the foregoing; (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the applicable Borrower and (ix) any Extended Term Loans amended shall be denominated in the same currency as the Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans extended thereby.
(b) With respect to all Extensions consummated by a Borrower pursuant to this Section 2.25, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.12 and 2.13 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that such Borrower may at its election specify as a condition (a “Minimum Extension Request Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in such Borrower’s sole discretion and may be waived by such Borrower) of Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans (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 2.25 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on the same 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 2.18 and 7.02) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.25.
(c) No consent of any Lender or the Administrative Agent shall be designated required to effectuate any Extensions, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be (or a series portion thereof). All Extended Term Loans incurred by the Lead Borrower and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Without limiting the foregoing, in connection with any Extension, the Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Lead Borrower shall provide the Administrative Agent at least five (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, rendering 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 2.25.
(e) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given tranche of Extended Term Loans to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an election by such Lender to extend all or a portion of its Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be, timely submitted by such Lender in accordance with the procedures set forth in the applicable documentation governing such Extension, then the Administrative Agent, the applicable Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Term Loan Extension SeriesAmendment”) within 15 days following the effective date of such Extension, which Corrective Term Loan Extension Amendment shall (i) provide for the conversion and extension of Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be, under the applicable tranche of Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans in such amount as is required to cause such Lender to hold Extended Term Loans for all purposes of this Agreement; provided that any the applicable tranche of Term B Loans Incremental Term Loans, New Term Loans or Other Term Loans into which such other Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans were initially converted, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Extended Term Loans amended from an Existing Term to which it was entitled under the terms of such Extension in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the applicable Borrower and such Lender may agree, and (iii) effect such other amendments to this Agreement and the other Loan Tranche mayDocuments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series provisions of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion2.25.
Appears in 1 contract
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that all shall have accepted such offer extend the maturity date of any Term Loans and otherwise modify the terms of such Term Loans of such Lender 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 and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a portion “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 a separate Class of Term Loans), so long as the following terms are satisfied (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of one or more given Classes any Term Lender extended pursuant to any Extension (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) shall have the same terms and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loansconditions that are substantially identical to, the Borrower shall provide a notice or less favorable to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring lenders or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which investors providing such Extended Term Loans are intended to be amended, except that: (i) all or any as the tranche of the scheduled amortization payments of principal of the Extended Term Loans may be delayed subject to later dates than the scheduled amortization payments of principal of the such Extension Offer and any Incremental Term Loans of such Existing Term Loan TrancheLoans, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan then Latest Maturity Date of and the Existing amortization schedule applicable to Term Loan TrancheLoans pursuant to Section 2.11(a) for periods prior to the then applicable Latest Maturity Date may not be increased, (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary repayments or mandatory prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension RequestOffer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12 , 2.13 or 2.15 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 of any or all applicable Classes be tendered. Any The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on 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 2.12, 2.13, 2.14 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19.
(c) Each of the parties hereto hereby (A) agrees that this Agreement and the other Loan Documents may be amended to give effect to each Extension (an “Extension Amendment”), without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.11 with respect to any Class 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 any the applicable Extension Request shall (with such amount to be designated a series applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.11), (each, a “Extension Series”iii) modify the prepayments set forth in Sections 2.12 and 2.13 to reflect the existence of the Extended Term Loans for all purposes and the application of prepayments with respect thereto, and (iv) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Agreement; provided that Section 2.19, and the Required Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into any such Extension Amendment and (B) consent to the transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of interest, fees or premiums in respect of any Extended Term Loans amended from an Existing Term on such terms as may be set forth in the relevant Extension Amendment). Without limiting the foregoing, in connection with any Extension, the respective Loan Tranche may, Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the extent provided in then Latest Maturity Date so that such maturity date is extended to the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect Latest Maturity Date after giving effect to such Existing Term Loan Tranche Extension (or such later date as may be advised by local counsel to the Collateral Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 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, if any, as may be established by, or acceptable to, the Administrative Agent, in which each case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series acting reasonably to accomplish the purposes of Extended Term Loans proposed to be incurred under this Section 1.13 2.19.
(e) This Section 2.19 shall be supersede any provisions in an aggregate principal amount that is not less than $5,000,000 (it being understood that Section 2.14, 2.15 or 10.08 to the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretioncontrary.
Appears in 1 contract
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or Lenders of Term Loans with a portion like Maturity Date of the same Class, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans with a like Maturity Date of one or more given Classes (the “Existing Term Loan Tranche”same Class, as the case may be) be amended 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 scheduled Term Loan Maturity Date(s) with respect to the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amendedpursuant to the terms of the relevant Extension Offer (including, “Extended without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension RequestExtension”) setting forth , and each group of Term Loans, as applicable, in each case as so extended, as well as the proposed terms of the original Term Loans (in each case not so extended), thereafter being separate Classes; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate Class of Term Loans under from the Existing Class of Term Loan Tranche Loans from which such Extended Term Loans they were converted), so long as the following terms are intended to be amended, except thatsatisfied: (i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders, (Bii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in no event shall prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loan Loans of any Lender that agrees to an Extension with respect to such Term Loans (an “Extending 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 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 Latest Maturity Date as in effect at the time of the Extension Offer), (iii) the final maturity date of any Extended Term Loans of a given Extension Series shall be no earlier than the then Latest Maturity Date hereunder as in effect at the time of establishment thereof be earlier than the Extension Offer and the scheduled repayments applicable to the respective Extended Term Loan Maturity Date Loans shall not, for periods prior to the scheduled maturity date of the Existing Term Loan TrancheClass in respect of the Extension Offer is being made, be greater than those which would have applied in the absence of such Extension, (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Class of Term Loan TrancheLoans extended thereby that do not accept such Extension Offer (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans), (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer, (vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Lenders shall be designated extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the Minimum Extended Class Amount shall be satisfied unless waived by the Administrative Agent and the Required Lenders.
(b) With respect to each Extension consummated by the Borrower pursuant to this Section 2.17, (i) such Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 4 and (ii) no Extension Offer is required to be in any minimum amount; provided that (x) the Borrower may at its election specify as a series condition (each, a “Minimum Extension SeriesCondition”) to consummating any such Extension that a minimum aggregate principal amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion and waivable by the Borrower in its sole discretion) of Term Loans of any or all applicable Classes be tendered and (y) each Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 25,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount“Minimum Extended Class Amount”) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be unless waived by the Administrative Agent and the Required Lenders. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.17 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on 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 4 and 12.06) or any other Credit Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.17.
(c) Each Extension shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in this Section 2.17 (but which shall not require the consent of any 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 6.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent and the Required Lenders of (i) legal opinions and officers’ certificates consistent with those delivered on the Closing Date under Section 5 and (ii) reaffirmation agreements and/or such amendments to the Credit Documents (including, without limitation, any Mortgage modifications and related date-down endorsements to the Mortgage Policies) as may be reasonably requested by the Administrative Agent or Required Lenders in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Credit Documents. Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) establish new Classes or sub-Classes in respect of the Extended Term Loans incurred pursuant thereto, (ii) modify Scheduled Repayments as provided in Section 4.02(a), (iii) modify the prepayments set forth in Section 4.01 and Section 4.02 to reflect the existence of new Classes or sub-Classes of Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other technical amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Required Lenders and the Borrower, to effect the provisions of this Section 2.17, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Without limiting the foregoing, in connection with any Extensions the respective Credit Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent and the Required Lenders) prior written notice thereof, and shall agree to such procedures (including, without limitation, rendering 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 its sole discretioneach case acting reasonably to accomplish the purposes of this Section 2.17.
(e) This Section 2.17 shall supersede any provisions in Section 12.06 or 12.12 to the contrary.
Appears in 1 contract
Extensions of Term Loans. (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 with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans with a like maturity date) 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 and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans so extended, as well as the original Term Loans 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 extended), so long as the following terms are satisfied: (i)
(1) except as to pricing (including interest rates, fees, funding discounts and prepayment premiums), maturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (i)(2), (i)(3) and (ii), be set forth in the relevant Extension Offer), the Term Loans of any Term Loan 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 have the same terms, or on terms that are, when taken as a whole, not materially more favorable (as reasonably determined by Mid-Holdings in good faith) to the Extending Term Lenders than the terms and conditions, taken as a whole, applicable to, the tranche of Term Loans subject to such Extension Offer (except with respect to covenants (including any financial maintenance covenant added for the benefit of Extending Term Lenders) and other provisions so long as such covenants or other provisions (x) are also added for the benefit of all then outstanding Term Loans or (y) only become applicable after the Latest Maturity Date of the then outstanding Term Loans at the time of such incurrence of such Extended Term Loans), and (2) 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 of Term Loans hereunder, in each case as specified in the respective Extension Offer (provided, that if the applicable Extending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended), (ii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof), in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Loan Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders have accepted such Extension Offer and (iii) all documentation in respect of such Extension shall be consistent with the foregoing.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.25, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement and (ii) each Extension Offer shall specify the minimum amount of Term Loans to be tendered. The transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (including Sections 2.12 and 2.20) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.25 shall not apply to any of the transactions effected pursuant to this Section 2.25.
(c) No consent of any Lender or any other Person shall be required to effectuate any Extension, other than the consent of Mid-Holdings, the Borrower and each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate in the opinion of the Administrative Agent and the Borrower to effect the provisions of this Section 2.25 (including in connection with the establishment of such new tranches or sub-tranches, or to provide for class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 9.2(b)). Without limiting the foregoing, in connection with any Extension the respective Loan Parties shall (at their expense), within 90 days of the applicable Extension Amendment (or such later date as may be approved by the Administrative Agent), amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including 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 2.25.
(e) Notwithstanding anything to the contrary above, at any time and from time to time request that all or following the establishment of a portion Class of the Term Loans of one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower may offer any Lender of a Term Loan Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in such Extension Amendment the right to convert all or any portion of its Term Loans into such Class of Extended Term Loans; provided, that (i) such offer and any related acceptance shall provide a notice to be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent Agent; (who shall provide a copy of ii) such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the additional Extended Term Loans to Loans, shall be established, which shall (x) be on identical as offered to each Lender under such Existing Term Loan Tranche terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable the relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to with the Term Loans under the Existing Term Loan Tranche from which such existing Extended Term Loans are intended to be amendedLoans, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the any Lender which elects to participate in an Extension Amendment may provide for other covenants and terms that apply solely Facility pursuant to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment this clause (immediately prior e) shall enter into a joinder agreement to the establishment of respective Extension Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Extended Term Loans); Lender, the Administrative Agent, Mid-Holdings and the Borrower and (iv) any such additional Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 1.0 million (it being understood that or, in the actual case of an outstanding Class with an entire outstanding principal amount thereof provided by of existing Term Loans less than a $1.0 million that is to be refinanced in full, such outstanding principal amount or commitments), unless each of the applicable Lenders may be lower than such minimum amount) Borrower and the Borrower may impose an Extension Minimum Condition with respect Administrative Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Extension RequestLoans made as provided above shall be treated as part of the Class to which such Loans are added, which may be waived by the Borrower in its sole discretionand shall not constitute a new Class of a new Extended Term Loans.
Appears in 1 contract
Samples: Junior Lien Term Loan Credit Agreement (Forterra, Inc.)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or a portion Lenders of the any Class of Term Loans with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of one or more given Classes (such Term Loans) and on the “Existing Term Loan Tranche”) be amended 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 scheduled Maturity Date of each such Lender’s Term Loan Maturity Date(s) with respect Loans and otherwise modify the terms of such Term Loans, subject to the Term Loans provisions below, pursuant to the terms of such Existing Term Loan Tranche the relevant Extension Offer (any including, without limitation, by increasing the fees (other than fees on undrawn amounts) payable in respect of such Term Loans that have been so amended, “Extended Term Loans”) (and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Trancherelated outstandings) (each, an “Extension RequestExtension”) setting forth , and each group of Term Loans, in each case as so extended, as well as the proposed terms of the original Initial Term Loans (in each case not so extended), being a “tranche”; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate tranche of Term Loans under from the Existing tranche of Term Loan Tranche Loans from which such Extended Term Loans they were converted), so long as the following terms are intended to be amended, except that: satisfied:
(i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to Lendersthe Lenders or at the time of the effectiveness of the Extension;
(ii) except as to interest rates, fees, amortization, final Maturity Date, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iii), (Biv) and (v), be determined between the Borrower and set forth in no event shall the relevant Extension Offer), the Term Loan 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 have the same terms as the tranche of Term Loans subject to such Extension Offer;
(iii) the final Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan later of (A) January 15, 2021 and (B) Latest Maturity Date of the Existing Term Loan Tranche, Loans extended thereby;
(Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, Loans extended thereby;
(D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer;
(vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof), in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Term Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (eachbut not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer;
(vii) all documentation in respect of such Extension shall be consistent with the foregoing, a “Extension Series”) and the covenants and events of Extended Term Loans for all purposes of this Agreement; provided that default applicable to any Extended Term Loans amended from an Existing Term Loan Tranche mayshall be substantially identical to, or, taken as a whole, no more favorable to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to Lenders providing such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed than those applicable to be incurred under this Section 1.13 the Term Loans subject to such Extension Offer;
(viii) the Extended Term Loans are not secured by any assets or property that does not constitute Collateral, and are not guaranteed by any Subsidiary of Holdings that is not a Subsidiary Guarantor; and
(ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute payments or prepayments for purposes of Section 2.03 and (ii) shall be in an integral multiple of $1.0 million and in an aggregate principal amount that is not less than $5,000,000 (it being understood 10.0 million, provided that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower, but not less than $10.0 million) of Term Loans of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer (which shall be consistent with the foregoing provisions of this Section 2.13)) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.03, 2.11 and 9.01) or any other Loan Document that may otherwise prohibit or conflict with any such Extension or any other transaction contemplated by this Section.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Loan Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary in the reasonable opinion of the Administrative Agent and the Borrower in its sole discretionconnection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (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 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 2.13.
Appears in 1 contract
Extensions of Term Loans. (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 with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans with a like maturity date) 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 and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans so extended, as well as the original Term Loans 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 extended), so long as the following terms are satisfied: (i)
(1) except as to pricing (including interest rates, fees, funding discounts and prepayment premiums), amortization, maturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (i)(2), (i)(3) and (ii), be set forth in the relevant Extension Offer), the Term Loans of any Term Loan 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 have the same terms, or on terms that are, when taken as a whole, not materially more favorable (as reasonably determined by the Borrower in good faith) to the Extending Term Lenders than the terms and conditions, taken as a whole, applicable to, the tranche of Term Loans subject to such Extension Offer (except with respect to covenants (including any financial maintenance covenant added for the benefit of Extending Term Lenders) and other provisions so long as such covenants or other provisions (x) are also added for the benefit of all then outstanding Term Loans or (y) only become applicable after the Latest Maturity Date of the then outstanding Term Loans at the time of such incurrence of such Extended Term Loans), (2) 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 Class extended thereby and (3) 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 of Term Loans hereunder, in each case as specified in the respective Extension Offer (provided, that if the applicable Extending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended), (ii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof), in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Loan Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders have accepted such Extension Offer and (iii) all documentation in respect of such Extension shall be consistent with the foregoing.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.25, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement and (ii) each Extension Offer shall specify the minimum amount of Term Loans to be tendered. The transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (including Sections 2.12 and 2.20) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.25 shall not apply to any of the transactions effected pursuant to this Section 2.25.
(c) No consent of any Lender or any other Person shall be required to effectuate any Extension, other than the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate in the opinion of the Administrative Agent and the Borrower to effect the provisions of this Section 2.25 (including in connection with the establishment of such new tranches or sub-tranches, or to provide for class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 9.2(b)) in each case on terms consistent with this Section 2.25. Without limiting the foregoing, in connection with any Extension the respective Loan Parties shall (at their expense), within 90 days of the applicable Extension Amendment (or such later date as may be approved by the Administrative Agent), amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (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 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 2.25.
(e) Notwithstanding anything to the contrary above, at any time and from time to time request that all or following the establishment of a portion Class of the Term Loans of one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower may offer any Lender of a Term Loan Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in such Extension Amendment the right to convert all or any portion of its Term Loans into such Class of Extended Term Loans; provided, that (i) such offer and any related acceptance shall provide a notice to be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent Agent; (who shall provide a copy of ii) such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the additional Extended Term Loans to be establishedLoans, which shall (x) shall be on identical as offered to each Lender under such Existing Term Loan Tranche terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable the relevant Lenders) and offered pro rata to each Lender under such Existing with the existing Extended Term Loan Tranche Loans, and (y) be identical with respect to the Term Loans under the Existing Term Loan Tranche from which such any additional Extended Term Loans are intended shall result in proportionate increases to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely otherwise owing with respect to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); , (iii) any Lender which elects to participate in an Extension Facility pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent, the Borrower and the other Loan Parties and (iv) any such additional Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 1.0 million (it being understood that or, in the actual case of an outstanding Class with an entire outstanding principal amount thereof provided by of existing Term Loans less than a $1.0 million that is to be refinanced in full, such outstanding principal amount or commitments), unless each of the applicable Lenders may be lower than such minimum amount) Borrower and the Borrower may impose an Extension Minimum Condition with respect Administrative Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Extension RequestLoans made as provided above shall be treated as part of the Class to which such Loans are added, which may be waived by the Borrower in its sole discretionand shall not constitute a new Class of Extended Term Loans.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Foundation Building Materials, Inc.)
Extensions of Term Loans. (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 with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans with a like maturity date) 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 and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans so extended, as well as the original Term Loans 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 extended), so long as the following terms are satisfied: (i)
(1) except as to pricing (including interest rates, fees, funding discounts and prepayment premiums), amortization, maturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (i)(2), (i)(3) and (ii), be set forth in the relevant Extension Offer), the Term Loans of any Term Loan 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 have the same terms, or on terms that are, when taken as a whole, not materially more favorable (as reasonably determined by Mid-Holdings in good faith) to the Extending Term Lenders than the terms and conditions, taken as a whole, applicable to, the tranche of Term Loans subject to such Extension Offer (except with respect to covenants (including any financial maintenance covenant added for the benefit of Extending Term Lenders) and other provisions so long as such covenants or other provisions (x) are also added for the benefit of all then outstanding Term Loans or (y) only become applicable after the Latest Maturity Date of the then outstanding Term Loans at the time of such incurrence of such Extended Term Loans), (2) the Weighted Average Life to Maturity of any Extended Term Loans shall be no less than 91 days longer than the remaining Weighted Average Life to Maturity of the Class extended thereby and (3) 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 of Term Loans hereunder, in each case as specified in the respective Extension Offer (provided, that if the applicable Extending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended), (ii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof), in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Loan Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders have accepted such Extension Offer and (iii) all documentation in respect of such Extension shall be consistent with the foregoing.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.25, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement and (ii) each Extension Offer shall specify the minimum amount of Term Loans to be tendered. The transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (including Sections 2.12 and 2.20) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.25 shall not apply to any of the transactions effected pursuant to this Section 2.25.
(c) No consent of any Lender or any other Person shall be required to effectuate any Extension, other than the consent of Mid-Holdings, the Borrower and each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate in the opinion of the Administrative Agent and the Borrower to effect the provisions of this Section 2.25 (including in connection with the establishment of such new tranches or sub-tranches, or to provide for class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 9.2(b)). Without limiting the foregoing, in connection with any Extension the respective Loan Parties shall (at their expense), within 90 days of the applicable Extension Amendment (or such later date as may be approved by the Administrative Agent), amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including 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 2.25.
(e) Notwithstanding anything to the contrary above, at any time and from time to time request that all or following the establishment of a portion Class of the Term Loans of one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower may offer any Lender of a Term Loan Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in such Extension Amendment the right to convert all or any portion of its Term Loans into such Class of Extended Term Loans; provided, that (i) such offer and any related acceptance shall provide a notice to be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent Agent; (who shall provide a copy of ii) such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the additional Extended Term Loans to be establishedLoans, which shall (x) shall be on identical as offered to each Lender under such Existing Term Loan Tranche terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable the relevant Lenders) and offered pro rata to each Lender under such Existing with the existing Extended Term Loan Tranche Loans, and (y) be identical with respect to the Term Loans under the Existing Term Loan Tranche from which such any additional Extended Term Loans are intended shall result in proportionate increases to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely otherwise owing with respect to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); , (iii) any Lender which elects to participate in an Extension Facility pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent, Mid-Holdings and the Borrower and (iv) any such additional Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 1.0 million (it being understood that or, in the actual case of an outstanding Class with an entire outstanding principal amount thereof provided by of existing Term Loans less than a $1.0 million that is to be refinanced in full, such outstanding principal amount or commitments), unless each of the applicable Lenders may be lower than such minimum amount) Borrower and the Borrower may impose an Extension Minimum Condition with respect Administrative Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Extension RequestLoans made as provided above shall be treated as part of the Class to which such Loans are added, which may be waived by the Borrower in its sole discretionand shall not constitute a new Class of a new Extended Term Loans.
Appears in 1 contract
Samples: Senior Lien Term Loan Credit Agreement (Forterra, Inc.)
Extensions of Term Loans. (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 after the date that is two (2) years after the date hereof to all Lenders of Term Loans with a like
(1) except as to pricing (including interest rates, fees, funding discounts and prepayment premiums), amortization, maturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (i)(2), (i)(3) and (ii), be set forth in the relevant Extension Offer), the Term Loans of any Term Loan 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 have the same terms the terms and conditions of the tranche of Term Loans subject as to such Extension Offer, (2) 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 Class extended thereby and (3) 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 each case after giving effect to any Extended Term Loans, in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Offer, (ii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof), in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Loan Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders have accepted such Extension Offer and (iii) all documentation in respect of such Extension shall be consistent with the foregoing.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.18, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement and (ii) each Extension Offer shall specify the minimum amount of Term Loans to be tendered. The transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below).
(c) No consent of any Lender or any other Person shall be required to effectuate any Extension, other than the consent of the Borrower, each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof), the Collateral Agent and the Administrative Agent. All Extended Term Loans 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 with all other applicable Obligations under this Agreement and the other Credit Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents (an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate in the opinion of the Administrative Agent and the Collateral Agent and the Borrower to effect the provisions of this Section 2.18 (including in connection with the establishment of such new tranches or sub-tranches on terms consistent with this Section 2.18).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent and the Collateral Agent at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent and the Collateral Agent) prior written notice thereof, and shall agree to such procedures (including 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 and the Collateral Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18.
(e) Notwithstanding anything to the contrary above, at any time and from time to time request that all or following the establishment of a portion Class of the Term Loans of one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower may offer any Lender of a Term Loan Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in such Extension Amendment the right to convert all or any portion of its Term Loans into such Class of Extended Term Loans; provided, that (i) such offer and any related acceptance shall provide a notice to be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent Agent; (who shall provide a copy of ii) such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the additional Extended Term Loans to be establishedLoans, which shall (x) shall be on identical as offered to each Lender under such Existing Term Loan Tranche terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable the relevant Lenders) and offered pro rata to each Lender under such Existing with the existing Extended Term Loan Tranche Loans, and (y) be identical with respect to the Term Loans under the Existing Term Loan Tranche from which such any additional Extended Term Loans are intended shall result in proportionate increases to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely otherwise owing with respect to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); , (iii) any Lender which elects to participate in an Extension Facility pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent and executed by such Lender, the Administrative Agent and the Collateral Agent, the Borrower and the other Credit Parties and (iv) any such additional Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 1,000,000 (it being understood that or, in the actual case of an outstanding Class with an entire outstanding principal amount thereof provided by of existing Term Loans less than a $1,000,000 that is to be refinanced in full, such outstanding principal amount or commitments), unless each of the applicable Lenders may be lower than such minimum amount) Borrower and the Borrower may impose an Extension Minimum Condition with respect Administrative Agent and the Collateral Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Extension RequestLoans made as provided above shall be treated as part of the Class to which such Loans are added, which may be waived by the Borrower in its sole discretionand shall not constitute a new Class of Extended Term Loans.
Appears in 1 contract
Samples: Credit Agreement (ARKO Corp.)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request by the Borrowers to all Lenders of any Class of Term Loans on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of the applicable Class) and on the same terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that all accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans of the applicable Class and otherwise modify the terms of such Term Loans 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 (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans, and which such extensions shall not be subject to any “no default” requirement, pro forma compliance with any leverage ratio or other financial tests or “most favored nations provisions”) (each, an “Extension,” and each group of Term Loans in each case as so extended, as well as the original Term Loans (in each case not so extended), being a portion separate Class of Term Loans from the Class of Term Loans from which they were converted, and it being understood that an Extension may be in the form of an increase in the amount of any other outstanding Class of Term Loans otherwise satisfying the criteria set forth below), so long as the following terms are satisfied: (i) except as to interest rates, fees and final maturity (which shall be determined by the Parent Borrower and set forth in the relevant Extension Offer), (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Parent Borrower and set forth in the relevant Extension Offer), the Term Loans of one or more given Classes (the “Existing any Term Loan Tranche”) be amended Lender that agrees to extend the scheduled Term Loan Maturity Date(s) an extension with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, extended pursuant to any Extension (“Extended Term Loans”) and to provide for other shall have the same terms consistent with this Section 1.13. In order to establish any Extended Term Loans, as the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy Class of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans subject to be established, which shall (x) be identical as offered such Extension Offer other than with respect to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring covenants or other similar fees payable in connection therewith that are not generally shared with all provisions applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to periods after the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amendedLatest Maturity Date, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the then latest maturity date hereunder and the amortization schedule applicable to Term Loan Loans pursuant to Section 2.07(a) for periods prior to the Maturity Date of the Existing for Term Loan TrancheLoans may not be increased, (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) any Extended Term Loans may participate (A) on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) in any voluntary repayments or prepayments hereunder and (B) on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer, (vi) if the aggregate principal amount of the class of Term Loans amended (calculated on the face amount thereof) in respect of which Term Lenders of such Class, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans of such Class, as the case may be, offered to be extended by the Borrowers pursuant to any such Extension Request Offer, then the Term Loans of such Class, as the case may be, of such Term Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (eachbut not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, a “(vii) all documentation in respect of such Extension Series”shall be consistent with the foregoing, (viii) of Extended any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. No Lender shall be obligated to extend its Term Loans unless it so agrees.
(b) With respect to all Extensions consummated by the Borrowers pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for all purposes of this AgreementSection 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (x) the Borrowers may at their election specify as a condition (a “Minimum Extension Condition”) to consummating any Extended Term Loans amended from an Existing Term Loan Tranche may, such Extension that a minimum amount (to the extent provided be determined and specified in the applicable relevant Extension Amendment, be designated as an increase Offer in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) Borrowers’ sole discretion and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower Borrowers) of Term Loans of any or all applicable Classes be tendered and (y) no Class of Extended Term Loans shall be in an amount of less than $10,000,000 (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 transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans 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 2.05, 2.12 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its sole discretionTerm Loans (or a portion thereof); provided that any Lender that elects not to agree to such Extension (such Lender being, a “Non-Extending Lender”) may be replaced by the Borrowers pursuant to Section 3.06. All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers as may be necessary in order to establish new Classes in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection with the establishment of such new Classes, in each case on terms consistent with this Section 2.15. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrowers shall provide the Administrative Agent at least five (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 2.15.
Appears in 1 contract
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the applicable Borrower to all Lenders of Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans, in each case with a portion like Maturity Date and on a pro rata basis (based on the aggregate outstanding principal amount of the respective Initial Term Loans, Incremental Term Loans, New Term Loans of one or more given Classes (Other Term Loans, as the “Existing Term Loan Tranche”case may be, with a like Maturity Date) be amended and on the same terms to each such Lender, such 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 scheduled Term Loan Maturity Date(s) with respect to the Term Loans maturity date of each such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Lender’s Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date and otherwise modify the Borrower shall provide a notice terms of such Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans pursuant to the Administrative Agent terms of the relevant Extension Offer (who shall provide a copy including, without limitation, by increasing the interest rate or fees payable in respect of such notice to each Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans and/or modifying the amortization schedule in respect of the Lenders under the applicable Existing such Lender’s Initial Term Loan TrancheLoans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date) (each, an “Extension Request”) setting forth the proposed terms Extension,” and each group of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Incremental Term Loans, New Term Loans or Other Term Loans as so extended, as well as the original Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans (in each case not so extended), being a “tranche”; providedany Extended Term Loans shall constitute a separate tranche of Initial Term Loans, howeverIncremental Term Loans, that New Term Loans or Other Term Loans from the tranche of Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date from which they were converted), so long as the following terms are
(Ai) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (Biv) in no event shall and (v), be determined by the applicable Borrower and the Extending Term Loan Lenders and set forth in the relevant Extension Offer), the Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans of any Term Loan Lender that agrees to an Extension with respect to such Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date (an “Extending Term Loan Lender”) extended pursuant to any Extension (“Extended Term Loans”); (iii) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan then Latest Maturity Date of the Existing Term Loan Tranche, hereunder; (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Initial Term Loan TrancheLoans, Incremental Term Loans, New Term Loans or Other Term Loans extended thereby; (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Offer; (vi) if the aggregate principal amount of Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans (calculated on the face amount thereof), as the case may be, in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be, offered to be extended by the applicable Borrower pursuant to such Extension Offer, then the Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (vii) all documentation in respect of such Extension shall be consistent with the foregoing; (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the applicable Borrower and (ix) any Extended Term Loans amended shall be denominated in the same currency as the Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans extended thereby.
(b) With respect to all Extensions consummated by a Borrower pursuant to this Section 2.25, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.12 and 2.13 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that such Borrower may at its election specify as a condition (a “Minimum Extension Request Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in such Borrower’s sole discretion and may be waived by such Borrower) of Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans (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 2.25 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on the same 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 2.18 and 7.02) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.25.
(c) No consent of any Lender or the Administrative Agent shall be designated required to effectuate any Extensions, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be (or a series portion thereof). All Extended Term Loans incurred by the Lead Borrower and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Without limiting the foregoing, in connection with any Extension, the Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Lead Borrower shall provide the Administrative Agent at least five (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, rendering 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 2.25.
(e) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given tranche of Extended Term Loans to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an election by such Lender to extend all or a portion of its Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be, timely submitted by such Lender in accordance with the procedures set forth in the applicable documentation governing such Extension, then the Administrative Agent, the applicable Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Term Loan Extension SeriesAmendment”) within 15 days following the effective date of such Extension, which Corrective Term Loan Extension Amendment shall (i) provide for the conversion and extension of Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be, under the applicable tranche of Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans in such amount as is required to cause such Lender to hold Extended Term Loans for all purposes of this Agreement; provided that any the applicable tranche of Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans into which such other Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans were initially converted, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Extended Term Loans amended from an Existing Term to which it was entitled under the terms of such Extension in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the applicable Borrower and such Lender may agree, and (iii) effect such other amendments to this Agreement and the other Loan Tranche mayDocuments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series provisions of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion2.25.
Appears in 1 contract
Extensions of Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of one or more given Classes any Class (the an “Existing Term Loan TrancheClass”) be amended exchanged to extend the scheduled Term Loan Maturity Date(smaturity date(s) of any payment of principal thereof with respect to the all or a portion of any principal amount of such Term Loans of such Existing Term Loan Tranche (any such Term Loans that which have been so amendedextended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.132.18. In order Prior to establish entering into any Extended Term LoansExtension Agreement, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Term Loan TrancheClass) (each, an a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be establishedestablished thereunder, which terms shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under of the Existing Term Loan Tranche Class from which such Extended Term Loans they are intended to be amended, extended except that: (ix) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of the such Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, Class (with any such delay resulting in a corresponding adjustment to the extent provided scheduled amortization payments reflected in Section 2.07 or in the applicable Extension Incremental Amendment; provided, howeveras the case may be, that at no time shall there be Classes of with respect to the Existing Term Loan Class from which such Extended Term Loans hereunder that have were extended, in each case as more than three particularly set forth in Section 2.18(c) below), (3y) different Term Loan Maturity Dates; all-in pricing (iiincluding, without limitation, margins, fees and premiums) the economic terms of with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different higher or lower than the economic terms all-in pricing (including, without limitation, margins, fees and premiums) for the Term Loans of such Existing Term Loan TrancheClass, in each case, to the extent provided in the applicable Term Extension Amendment; Agreement and (iiiz) the Extension Amendment may provide for other covenants voluntary and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date mandatory prepayment rights of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may shall be subject to the provisions set forth in Section 2.05. No Lender shall have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no any obligation to agree to have any of its Term Loans of any Existing Term Loan Class exchanged into Extended Term Loans may be optionally prepaid prior pursuant to the any Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to of any Term Extension Request Series shall be designated constitute a series (each, a “Extension Series”) separate Class of Extended Term Loans for all purposes from the Existing Term Loan Class of this AgreementTerm Loans from which they were extended; provided that any Extended Term Loans amended from an Existing Term Loan Tranche extended may, to the extent provided in the applicable Term Extension AmendmentAgreement, be designated as an increase in to any previously established Class of Extended Term Loans; provided that in no event shall there be more than ten Classes of Term Loans outstanding at any time.
(b) The Borrower shall provide the applicable Term Loan Extension Series Request at least five (5) Business Days prior to the date on which Lenders under the Existing Term Loan Class are requested to respond. Except as provided in the second succeeding sentence, any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans of an Existing Term Loan Class subject to such Term Loan Extension Request exchanged into Extended Term Loans shall notify the Administrative Agent (an “Term Extension Election”) on or prior to the date specified in such Term Loan Extension Request of the amount of its Term Loans which it has elected to convert into Extended Term Loans. In the event that the aggregate amount of Term Loans subject to Term Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Term Loan Extension Request, Term Loans subject to Term Extension Elections shall be exchanged to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Term Extension Election. Notwithstanding the foregoing, the Borrower shall be permitted to specify in the Term Loan Extension Request, any Lender or Lenders as Extending Term Lenders (subject to the consent of such Lender or Lenders) and any Lenders not so specified in such Term Loan Extension Request shall not have the right to make a Term Extension Election with respect to such Existing Term Loan Tranche Extension Request.
(in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of c) Extended Term Loans proposed shall be established pursuant to be incurred under an amendment (an “Term Extension Agreement”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount2.18(c) and notwithstanding anything to the Borrower may impose an Extension Minimum Condition contrary set forth in Section 10.01, shall not require the consent of any Lender other than the Extending Term Lenders with respect to the Extended Term Loans established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Term Lenders. Notwithstanding anything to the contrary in this Section 2.18 and without limiting the generality or applicability of Section 10.01 to any Section 2.18 Additional Agreements, any Term Extension RequestAgreement may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, which a “Section 2.18 Additional Agreement”) to this Agreement and the other Loan Documents; provided that such Section 2.18 Additional Agreements do not become effective prior to the time that such Section 2.18 Additional Agreements have been consented to (including, without limitation, pursuant to (1) consents applicable to holders of Incremental Term Loans provided for in any Incremental Amendment and (2) consents applicable to holders of any Extended Term Loans provided for in any Term Extension Agreement) by such of the Lenders, Loan Parties and other parties (if any) as may be waived required in order for such Section 2.18 Additional Agreements to become effective in accordance with Section 10.01. It is understood and agreed that each Lender that has consented to this Agreement has consented and shall at the effective time thereof be deemed to consent to each amendment in this Agreement and the other Loan Documents authorized by this Section 2.18 and the Borrower arrangements described above in its sole discretion.connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.18
Appears in 1 contract
Extensions of Term Loans. (a) The Borrower may at any time and from time to time request that all time, pursuant to the provisions of this Section 2.25, agree with one or a portion of the more Lenders holding Term Loans of one or more given Classes (the “Existing Term Loan Tranche”) be amended any Class to extend the scheduled Term Loan maturity date (the original maturity date in respect of any such Class, an “Original Maturity Date(sDate”) with and otherwise modify the economic terms of any such Class or any portion thereof (including, without limitation, by changing the interest rate or fees payable and/or modifying the amortization schedule or call premium in respect to the of any Term Loans of such Existing Term Loan Tranche Class or any portion thereof) (any each such Term Loans that have been so amendedmodification, an “Extended Term LoansExtension”) and pursuant to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) one or more written offers (each, an “Extension RequestOffer”) setting forth made from time to time by the Borrower to all Lenders under any Class that is proposed terms to be extended under this Section 2.25, in each case on a pro rata basis (based on the relative principal amounts of the Extended outstanding Term Loans of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to the Administrative Agent (for distribution to the Lenders of the applicable Class), no later than 10 days (or such shorter period as the Administrative Agent may agree) prior to the maturity of the applicable Class or Classes to be establishedextended of the requested new maturity date for the extended Term Loans of each such Class (each, which shall (xan “Extended Maturity Date”) be identical as offered to and the due date for Lender responses. In connection with any Extension, each Lender under of the applicable Class wishing to participate in such Existing Term Loan Tranche (including as Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the proposed interest rates and fees payableAdministrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension Offer. After giving effect to any Extension, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended so extended shall cease to be amendeda part of the Class they were a part of immediately prior to the Extension (the “Original Class”) and shall be a new Class hereunder (the portion of such Original Class that is extended, except that: the “Extended Class,” and the portion of such Original Class that is not extended, the “Non-Extended Class”).
(b) Each Extension shall be subject to the following:
(i) all or any of except as to interest rate margins, interest rate floors, fees, original issue discount, call protection, scheduled amortization, voluntary and mandatory prepayments and final maturity date (which shall, subject to clause (ii) below, be determined by the scheduled amortization payments of principal of Borrower and set forth in the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of relevant Extension Offer), the Term Loans of such Existing any Lender extended pursuant to any Extension shall have the same terms as the Term Loan TrancheLoans subject to the related Extension Offer, except to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, necessary to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and other terms that apply solely applicable to any period after the Latest Maturity Date that is of such Class in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and Extension (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, other than that no Extended Term Loans may be optionally prepaid prior applicable to the Term Loan Maturity Date of Loans subject to such Extension);
(ii) the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Extended Maturity Date of any Extended Term Loans of a given Class being extended pursuant to an Extension Series at the time of establishment thereof shall be earlier later than the Term Loan Maturity Date of such Class, and the Existing Term Loan Tranche, (C) the Weighted Average Life weighted average life to Maturity maturity of any Extended Term Loans of a given Class being extended pursuant to an Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of such Class;
(iii) the Existing Term Loan TrancheLoans being extended pursuant to an Extension may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Amendment;
(Div) if the aggregate principal amount of Term Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Term Loans of such Class offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Term Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer;
(v) all documentation in respect of such Extension Amendment shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent;
(Evi) any Extended applicable Minimum Extension Condition (as defined below) shall be satisfied; and
(vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 4 shall be satisfied (with all references in such Section to the Closing Date being deemed to be references to the Extension on the applicable date of such Extension), and the Administrative Agent shall have received a certificate to that effect dated the applicable date of such Extension and executed by a Responsible Officer of the Borrower.
(c) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that Lenders of the applicable Class holding a minimum amount of the Term Loans may participate on a pro rata basis or (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer but in no event less than (but $5,000,000 unless another amount is agreed to by the Administrative Agent) accept such Extension Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.18 and Section 9.1 will not greater than apply to Extensions of any Term Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.25, including to any payment of interest or fees in respect of any Term Loans that have been extended pursuant to an Extension at a pro rata basis) rate or rates different from those paid or payable in any voluntary repayments or prepayments of principal respect of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in of any mandatory repayments or prepayments of Term Loans hereunderother Class, in each case as specified is set forth in the respective relevant Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series Offer.
(eachd) On the Original Maturity Date, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to each Lender’s Term Loans under any Non-Extended Class, immediately upon the repayment of all amounts owing to such Existing Lender in respect of such Non-Extended Class (the “Terminated Loans”), at the Borrower’s election (upon prior written notice to the Administrative Agent), such Terminated Loans may be deemed to be reallocated, in whole or in part, to one or more Persons who agree to provide Term Loan Tranche Loans (“Replacement Loans”) hereunder having the same terms and conditions as the Extended Class and who are permitted to become Lenders hereunder pursuant to and in which case scheduled amortization accordance with respect thereto the provisions of Section 9.6, and at all times thereafter, such Replacement Loans shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed deemed to be incurred under this Section 1.13 Term Loans, as applicable, of the Extended Class; provided that, for the avoidance of doubt, in no event shall be in an the aggregate principal amount that is not less than $5,000,000 (it being understood that of such Replacement Loans exceed the actual aggregate principal amount thereof provided by of Terminated Loans with respect to the applicable related Non-Extended Class.
(e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be lower than such minimum amount) and the Borrower may impose necessary in order establish new Classes of Term Loans, as applicable, created pursuant to an Extension Minimum Condition (including any Replacement Loans established on any Original Maturity Date pursuant to clause (d) above), in each case on terms consistent with this Section 2.25. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any Extension Requestmatter contemplated by this Section 2.25 and, which may if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be waived by permitted to enter into such amendments with the Borrower in its sole discretionaccordance with any instructions received from such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extension, the appropriate Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage (or any other Security Document that the Administrative Agent reasonably requests to be amended to reflect an Extension) that has a maturity date prior to the latest Extended Maturity Date so that such maturity date is extended to the then latest Extended Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(f) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 10 days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.25.
Appears in 1 contract
Samples: Credit Agreement (Fortress Transportation & Infrastructure Investors LLC)
Extensions of Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of one or more given Classes Tranches existing at the time of such request (the each, an “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to , and the Term Loans of such Tranche, the “Existing Term Loan Loans”), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Term Loans that have been so amendedof such Extended Tranche, the “Extended Term Loans”) and to provide for other terms consistent with this Section 1.132.24; provided that (i) any such request shall be made by the Borrower to all Lenders with Term Loans of the applicable Tranche with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Term Loans) and on the same terms to each such Lender and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Term LoansTranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans Tranche to be established, which terms shall be (x) be identical as offered substantially similar to each Lender under such Existing Term Loan Tranche (including as those applicable to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans they are intended to be amended, extended (the “Specified Existing Tranche”) except thatwith respect to the following as determined by the Borrower and set forth in the Extension Request: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Trancheinterest margins and fees, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely or other provisions applicable only to any period periods after the Latest Maturity Date that is Date, (iii) amortization, final maturity date, premium, required prepayment dates and participation in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans)prepayments; and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; providedprovided that, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any such Extended Term Loans of a given Extension Series at the time of establishment thereof Tranche shall be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Term Loan Tranche (calculated disregarding the effects of any prepayments or amortization), (B) the final maturity date of such Extended Tranche shall be no earlier than the Maturity Date of the applicable Existing Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (EC) any Extended Term Loans may participate on a pro rata basis or on a less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not on a greater than a pro rata basisbasis (other than prepayment of such Extended Term Loans with the proceeds of Specified Refinancing Debt or Credit Agreement Refinancing Indebtedness), ) in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective same manner as the Specified Existing Tranche under Section 2.10. No Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche or Extended Term Loan, as applicable, pursuant to any Extension Request. Any Extended Term Tranche shall constitute a separate Tranche of Loans amended pursuant to from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
(b) The Borrower shall provide the applicable Extension Request at least ten (10) Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall be designated a series notify the Administrative Agent (each, a an “Extension SeriesElection”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. In connection with any extension of Loans for all pursuant to this Section 2.24 (each, an “Extension”), the Borrower shall agree to such procedures regarding timing, rounding and other administrative adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Agreement; provided Section 2.24. The Borrower may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Administrative Agent at any time prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond to the Extension Request. Any Lender may revoke an Extension Election at any time prior to 5:00 p.m. on the date that is two (2) Business Days prior to the applicable Extension Request Deadline, at which point the Extension Request becomes irrevocable (unless otherwise agreed by the Borrower). The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline.
(c) Extended Term Loans amended from Tranches shall be established pursuant to an Existing Term Loan Tranche mayamendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions as set forth in Section 2.24(a), and which, in each case, except to the extent provided expressly contemplated by the last sentence of this Section 2.24(c) and notwithstanding anything to the contrary set forth in Section 9.08, shall not require the applicable Extension Amendment, be designated as an increase in consent of any previously established Extension Series Lender other than the Extending Lenders with respect to such Existing Term the Extended Tranches established thereby) executed by the Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased)Parties, the Administrative Agent, and the Extending Lenders. Each For the avoidance of doubt, the failure of a Lender to respond to a request for an Extension Series shall be treated as if such non-responding Lender had affirmatively declined to participate in such Extension. Subject to the requirements of this Section 2.24 and without limiting the generality or applicability of Section 9.08 to any Section 2.24 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.24 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.24 Additional Amendments do not become effective prior to the time that such Section 2.24 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Term Loans proposed Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.24 Additional Amendments to become effective in accordance with Section 9.08; provided, further, that no Extension Amendment may provide for any Extended Tranche to be incurred under secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches, have any borrower other than the Borrower or be Guaranteed by any person other than the Guarantors. Notwithstanding anything to the contrary in Section 9.08, any such Extension Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary, in the reasonable judgment of the Borrower and the Administrative Agent, to effect the provisions of this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood 2.24; provided that the actual principal amount thereof provided by foregoing shall not constitute a consent on behalf of any Lender to the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to terms of any Extension Request, which may be waived by the Borrower in its sole discretion.Section 2.24
Appears in 1 contract
Samples: Credit Agreement (TravelCenters of America Inc. /MD/)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request by the Borrower to all Lenders of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that all shall have accepted such offer extend the maturity date of any Term Loans and otherwise modify the terms of such Term Loans of such Lender 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 and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the original Term Loans not so extended, being a portion “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of one or more given Classes any Term Lender (the an “Existing Extending Term Loan TrancheLender”) be amended extended pursuant to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche any Extension (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other shall have the same terms consistent with this Section 1.13. In order to establish any Extended Term Loans, as the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy tranche of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans subject to be establishedsuch Extension Offer, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to final maturity date of any period after Extended Term Loans shall be no earlier than the then Latest Maturity Date that is in effect on and the effective date of the Extension Amendment (immediately prior amortization schedule applicable to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid pursuant to Section 2.07 for periods prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and may not be continuing at the time an Extension Request is delivered to Lendersincreased, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary repayments or mandatory prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective applicable Extension Request. Any Extended Offer, (vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) If, at the time any Extension Request shall be designated a series (eachbecomes effective, a “Extension Series”) not all of Extended the Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, were subject to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to Offer shall have been extended (such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended non-extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension, the “Non-Extended Term Loans”), then if the “effective interest rate” (which, for this purpose, shall be reasonably determined by the Administrative Agent and shall take into account any interest rate floors or similar devices and be deemed to include (without duplication) all fees, including up front or similar fees or original issue discount (amortized over the shorter of (x) the life of such new Extended Term Loans and (y) the four years following the date of the respective Extension) payable to Lenders with such new Extended Term Loans, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant extending Lenders) in respect of such new Extended Term Loans shall at any time (over the life of such new Extended Term Loans) exceed the “effective interest rate” applicable to the applicable Non-Extended Term Loans by more than 0.50% (determined on the same basis as provided in the first parenthetical in this sentence), then the Applicable Margin applicable to such Non-Extended Term Loans shall be increased to the extent necessary so that at all times thereafter such Non-Extended Term Loans do not receive less “effective interest rate” than the “effective interest rate” applicable to such new Extended Term Loans minus 0.50%.
(c) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.21, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 or Section 2.09 and (ii) no Extension RequestOffer is required to be in any minimum amount or any minimum increment, which 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 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 2.21 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on 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, Section 2.08, Section 2.09 and Section 2.16) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.21.
(d) The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of 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 its sole discretionconnection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.21. Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.21(d) and, if either the Administrative Agent or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent).
(e) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 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, 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 2.21.
(f) This Section 2.21 shall supersede any provisions in Section 2.09, 2.16 or Section 9.02 to the contrary.
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Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request by the Borrower to all Lenders of Term Loans of the applicable Class 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 with a like maturity date) and offered on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that all accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate, premiums or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule, optional prepayment terms, required prepayment dates and participation in prepayments in respect of such Lender’s Term Loans) (each, an “Extension,” and each group of Term Loans, in each case as so extended, as well as the Initial Term Loans (in each case not so extended), being a portion separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted, so long as the following terms are satisfied (or waived):
(i) [Reserved],
(ii) except as to interest rates, fees, premiums, amortization, prepayments, AHYDO Catch-Up Payments and final maturity (which shall, subject to the immediately succeeding clauses (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of one or more given Classes (the “Existing any Term Loan Tranche”) be amended Lender that agrees to extend the scheduled Term Loan Maturity Date(s) an Extension with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, (an “Extending Term Lender” or “Extending Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have covenants, events of default and to provide for other terms guarantees, if not consistent with this Section 1.13. In order to establish any Extended the terms of the Term Loans, the Borrower shall provide a notice not be materially more restrictive to the Administrative Agent Loan Parties (who shall provide as determined in good faith by the Borrower), when taken as a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (eachwhole, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal terms of the Term Loans unless (x) the Lenders of the Term Loans receive the benefit of such Existing Term Loan Tranche, to more restrictive terms or (y) any such provisions apply after the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; Date,
(iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan Maturity Date of the Existing Class of Term Loan Tranche, Loans for which such Extension Offer was made and at no time shall the Term Loans (Cincluding Extended Term Loans) have more than six different maturity dates,
(iv) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby (without giving effect to nominal amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Term Loans),
(v) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (Dbut not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer,
(vi) all documentation in respect of such Extension Amendment shall be consistent with the foregoing foregoing, and
(vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.24, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (Eii) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) no Extension Offer is required to be in any voluntary repayments minimum amount or prepayments of principal of Term Loans hereunder 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 on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective relevant Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided Offer in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) Borrower’s sole discretion and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower) of Term Loans of any or all applicable Classes be tendered. The Administrative Agent and the Lenders hereby consent to the consummation of the transactions contemplated by this Section 2.24 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on 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, any pro rata payment or amendment section) or any other Loan Document that may otherwise prohibit or restrict any such Extension or any other transaction contemplated by this Section 2.24.
(c) No consent of any Lender or any Agent shall be required to effectuate any Extension, other than (i) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof) and (ii) to the extent directly adversely amending or modifying the rights or duties of the Administrative Agent beyond those of the type already required to perform under the Loan Documents, the Administrative Agent, which consent shall not be unreasonably withheld or delayed; provided that the Borrower will promptly notify the Administrative Agent of any such Extensions. All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral may be on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent and, to the extent applicable, the Collateral Agent, to enter into amendments to this Agreement and the other Loan Documents with the Borrower and other Loan Parties as may be necessary or advisable in order to establish new Classes in respect of Term Loans so extended and such technical amendments as may be necessary, advisable or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in its sole discretionconnection with the establishment of such new Classes, in each case on terms consistent with this Section 2.24. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the latest termination date of any Extended Term Loans so that such maturity date is extended to the latest termination date of any Extended Term Loans (or such later date as may be advised by local counsel to the Administrative Agent). No Lender shall be required to participate in any Extension.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (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 (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 2.24.
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Extensions of Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion.;
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Samples: Credit Agreement (SelectQuote, Inc.)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or Lenders of Term Loans with a portion like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of one or more given Classes (Loans) and on the “Existing Term Loan Tranche”) be amended same terms to each such Lender, the Borrower may consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the scheduled Term Loan Maturity Date(s) with respect to the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amendedpursuant to the terms of the relevant Extension Offer (including, “Extended without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension RequestExtension,” and each group of Term Loans, in each case as so extended, as well as the original Term Loans (in each case not so extended), being a “tranche”) setting forth the proposed terms of the ; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate tranche of Term Loans under from the Existing tranche of Term Loan Tranche Loans from which such Extended Term Loans they were converted), so long as the following terms are intended to be amended, except thatsatisfied: (i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders, (Bii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in no event shall prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined between the Borrower and set forth in the relevant Extension Offer), the Term Loan Maturity Date Loans of any 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 have the same terms as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan Maturity Date of and the Existing amortization schedule applicable to Term Loan TrancheLoans pursuant to Section 5.02(a) for periods prior to the Maturity Date may not be increased, (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent.
(b) Notwithstanding the foregoing, 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 amended pursuant and any LIBOR floor applicable to such Extended Term Loans) relating to any Extension Request Extended Term Loan exceeds the Applicable Margin (which, for such purposes only, shall be designated a series deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the Term Loans and any LIBO or Base Rate floor applicable to the Term Loans) relating to the Term Loans immediately prior to the effectiveness of the Extension by more than 0.50%, the Applicable Margin relating to the Term Loans, as applicable, shall be adjusted to be equal to the interest rate margins (eachwhich, a “Extension Series”) of 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 for all purposes of this Agreement; provided that and any LIBOR floor applicable to such Extended Term Loans) relating to such Extended Term Loans minus 0.50% and the Applicable Margin relating to any Incremental Term Loans (if any) (other than Specified Incremental Term Loans) and any Extended Term Loans amended from an Existing Term Loan Tranche may, 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 extent provided in Term Loans (after giving effect to the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect foregoing adjustment) and the Applicable Margin relating to such Existing Incremental Term Loan Tranche Loans (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of other than Specified Incremental Term Loans) and prior Extended Term Loans proposed remains the same as immediately prior to the Extension.
(c) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01 or 5.02 and (ii) no Extension Offer is required to be incurred under this Section 1.13 shall be in an aggregate principal any minimum amount or any minimum increment, provided that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amountx) and the Borrower may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which 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 of any or all applicable tranches be tendered 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 transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans 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, Section 2.11) or any other Credit Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section.
(d) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans 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 with all other applicable Obligations under this Agreement and the other Credit Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of 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 its sole discretionconnection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.16. Without limiting the foregoing, in connection with any Extensions the respective Credit Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest maturity date so that such maturity date is extended to the then latest maturity date (or such later date as may be advised by local counsel to the Administrative Agent).
(e) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 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.
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Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or Lenders of Term Loans with a portion like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of one or more given Classes (with a like Maturity Date) and on the “Existing Term Loan Tranche”) be amended 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 scheduled Term Loan Maturity Date(s) with respect to the Date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension RequestExtension”) setting forth , and each group of Term Loans so extended, as well as the proposed terms of the original Term Loans not so extended, being a “tranche”). Any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate tranche of Term Loans under from the Existing tranche of Term Loan Tranche Loans from which such Extended Term Loans they were converted, so long as the following terms are intended to be amended, except that: satisfied:
(i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders;
(ii) except as to pricing (interest rate, fees, funding discounts and prepayment premiums) and maturity (B) which shall be set forth in no event shall the relevant Extension Offer), the Term Loan Loans of any 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 have the same terms as the tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date of the Term Loans);
(iii) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan then Latest Maturity Date of the Existing Term Loan Tranche, Loans;
(Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, Class extended thereby;
(D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case case, as specified in the respective Extension Request. Any Offer (provided that if the applicable Extending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended);
(vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer;
(vii) the Extended Term Loans amended pursuant to may not be guaranteed by any Extension Request Subsidiary of the Borrower other than the Loan Parties;
(viii) no assets or property shall be designated a series (each, a “Extension Series”) of secure the Extended Term Loans unless such assets or property constitute Collateral; and
(ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.21, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for all purposes of this Agreement; provided that any Extended Agreement and (ii) each Extension Offer shall (a) specify the minimum amount of Term Loans amended from an Existing Term Loan Tranche mayto be tendered, to the extent provided in the applicable Extension Amendment, which shall be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in of a Class an integral multiple of $1.0 million and an aggregate principal amount that is not less than $5,000,000 25.0 million (it being understood that or if less, the actual remaining outstanding principal amount thereof provided thereof) (or such lesser minimum amount reasonably approved by the applicable Lenders may be lower than such minimum amountAdministrative Agent) (a “Minimum Extension Condition”) and (b) provide notice to the Borrower may impose an Administrative Agent which sets forth the date on which such Extension Minimum Condition with respect is requested to any become effective (which shall be not less than 10 Business Days nor more than 45 days after the date of such Extension Request, which may be waived by notice (or such longer or shorter periods as the Borrower Administrative Agent shall agree in its sole discretion)). The transactions contemplated by this Section 2.21 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other person (other than as set forth in clause (c) of this Section 2.21), and the requirements of any provision of this Agreement (including Section 2.09 and Section 2.16) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.21 shall not apply to any of the transactions effected pursuant to this Section 2.21.
(c) The consent (such consent not to be unreasonably withheld, delayed or conditioned) of the Administrative Agent shall be required to effectuate any Extension. No consent of any Lender or any other person shall be required to effectuate any Extension, other than the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches in respect of 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 2.21. This Section 2.21 shall supersede any provisions in Section 9.08 to the contrary. For the avoidance of doubt, it is understood that no existing Lenders will have any obligation to commit to any such extension.
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Extensions of Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect Notwithstanding anything to the Term Loans of such Existing Term Loan Tranche contrary in this Agreement, not less than forty-five (any such Term Loans that have been so amended, “Extended Term Loans”45) and days prior to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loansthe then-effective Maturity Date, the Borrower shall provide may, at its option, by means of a notice letter (an “Extension Request”) addressed to the Administrative Agent (who shall provide promptly deliver such Extension Request to each Lender), request that all the Lenders of all or a copy portion of Loans with a like Maturity Date and on the same terms to each such Lender extend their scheduled Maturity Dates and otherwise modify the terms of such notice Loans pursuant to each the terms of the Lenders under relevant Extension Request (including, without limitation, by increasing the applicable Existing Term Loan Trancheinterest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension RequestExtension”) setting forth , and each group of Loans as so extended, as well as the proposed terms of the original Loans (not so extended), being a “tranche”; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to constitute a separate tranche of Loans from the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term tranche of Loans under the Existing Term Loan Tranche from which such Extended Term Loans they were converted), so long as the following terms are intended to be amended, except that: satisfied:
(i) all or any of except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (ii), (iii), (iv) and (v), be determined by the scheduled amortization payments of principal of Borrower and set forth in the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of relevant Extension Request), the Term Loans of such Existing any Term Loan Tranche, Lender (an “Extending Term Lender”) extended pursuant to the extent provided in the applicable any Extension Amendment; provided, however, that at no time shall there be Classes of (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; subject to such Extension Request, (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan Maturity Date of applicable to the Existing Loans extended thereby (prior to giving effect to any such Extension) and the amortization schedule applicable to Term Loan TrancheLoans pursuant to Section 2.04 for periods prior to the Maturity Date applicable to the Loans extended thereby (prior to giving effect to any such Extension) may not be increased, (Ciii) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Eiv) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any , (v) the Applicable Margin for any Extending Term Loan shall not be greater than the Applicable Margin for the Term Loans made on the Closing Date by 0.50% per annum or more, provided, that in determining the Applicable Margin for the Extended Term Loans amended pursuant solely for the purpose of this Section, (A) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable to the Extending Term Lenders and the Lenders in the initial primary syndication thereof shall be included and equated to interest (with OID or upfront fees being equated to interest based on an assumed four-year life to maturity), (B) customary arrangement, underwriting, structuring or commitment fees payable to one or more arrangers (or their affiliates) in connection with the Extended Term Loans and the Term Loans made on the Closing Date shall be excluded and (C) if the Extended Term Loans include an interest rate floor greater than the interest rate floor applicable to the Term Loans made on the Closing Date, the interest rate floor applicable to the Term Facility shall be increased to the same level as the interest rate floor for the Extended Term Loans, (vi) all documentation in respect of such Extension shall be consistent with the foregoing; (vii) no more than four (4) Maturity Dates shall apply to the outstanding Loans after giving effect to any Extension proposed in such Extension Request and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. Each Lender electing (in its sole discretion) to extend its scheduled Maturity Date shall execute and deliver not later than the date set by the Borrower and the Administrative Agent in the applicable Extension Request counterparts of such Extension Request to the Administrative Agent, who shall notify the Borrower, in writing, of the Lenders’ decisions as soon as possible thereafter, whereupon such Lender’s scheduled Maturity Date shall be extended, effective only as of the date that is such Lender’s then-current scheduled Maturity Date, for the period as agreed in the Extension Request. Any Lender that declines or fails to respond to an Extension Request shall be designated a series deemed to have not extended its scheduled Maturity Date
(eachb) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.11, a “no Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, Request is required to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal minimum amount or any minimum increment; provided, that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and may be waived by the Borrower) of Term Loans 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 2.11 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Request) and hereby waive the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.11.
(c) The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of 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 its sole discretionconnection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.11. All such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders.
Appears in 1 contract
Samples: Senior Secured Term Loan Credit Agreement (Aventine Renewable Energy Holdings Inc)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request by the Borrower to all Lenders of Term Loans of any Class on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that all shall have accepted such offer extend the maturity date of any Term Loans and otherwise modify the terms of such Term Loans of such Lender 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 and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”; any Extended Term Loans shall constitute a portion separate Class of Term Loans from the Class of
(i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of one or more given Classes any Lender (the an “Existing Term Loan TrancheExtending Lender”) be amended extended pursuant to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche any Extension (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other shall have the same terms consistent with this Section 1.13. In order to establish any Extended Term Loans, as the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy Class of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans subject to be established, which shall such Extension Offer (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring except for covenants or other similar fees payable in connection therewith that are not generally shared with all provisions contained therein applicable Lenders) and offered pro rata only to each Lender under such Existing Term Loan Tranche and (y) be identical to periods after the then latest Maturity Date of any Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amendedhereunder), except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan Maturity Date final maturity date of the Existing Class of Term Loan TrancheLoans subject to such Extension Offer and the amortization schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to such final maturity date of the Class of Term Loans subject to such Extension Offer may not be increased, (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary repayments or mandatory prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Request. Any Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable minimum extension condition required by the Borrower shall be satisfied unless waived by the Borrower and (ix) the interest rate margin applicable to any Extended Term Loans amended will be determined by the Borrower and the lenders providing such Extended Term Loans.
(b) With respect to all Extensions consummated by the Borrower pursuant to any Extension Request Section 2.16(a), (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) there shall be designated a series (each, a “Extension Series”) not more three classes of Extended Term Loans for all purposes of this Agreement; provided that outstanding at any Extended Term Loans amended from an Existing Term Loan Tranche may, time.
(c) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretioncontrary.
Appears in 1 contract
Samples: Amended and Restated Credit Agreement (IASIS Healthcare LLC)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower Agent to all or Lenders of Term Loans with a portion like maturity date, on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of one or more given Classes (with a like maturity date) and on the “Existing Term Loan Tranche”) be amended same terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the scheduled Term Loan Maturity Date(s) with respect to the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension RequestExtension”) setting forth , and each group of Term Loans as so extended, as well as the proposed terms of the original Term Loans (not so extended), being a “tranche”; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate tranche of Term Loans under from the Existing tranche of Term Loan Tranche Loans from which such Extended Term Loans they were converted) so long as the following terms are intended to be amended, except thatsatisfied: (i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders, (Bii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in no event shall prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower Agent and set forth in the relevant Extension Offer), the Term Loan Maturity Date Loans of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer until the maturity of such Term Loans, (iii) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the then latest maturity date hereunder and the amortization schedule applicable to Term Loan Loans pursuant to subsection 2.2 for periods prior to the Maturity Date of the Existing Term Loan TrancheDate, as applicable, may not be increased, (Civ) the Weighted Average Life to Maturity weighted average life of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer, (vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower Agent pursuant to any such Extension Request Offer, then the Term Loans of such Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (each, a “Extension Series”but not to exceed actual holdings of record) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to which such Existing Term Loan Tranche Lenders have accepted such Extension Offer, (vii) all documentation in which case scheduled amortization with respect thereto of such Extension shall be proportionately increased). Each request consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent.
(b) With respect to all Extensions consummated by the Borrowers pursuant to this subsection, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for an purposes of subsection 4.5 or 4.6 and (ii) no Extension Series of Extended Term Loans proposed Offer is required to be incurred under this Section 1.13 shall be in an aggregate principal any minimum amount or any minimum increment, provided that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amountx) and the Borrower Agent may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower Agent’s sole discretion and may be waived by the Borrower Agent) of Term Loans of any or all applicable tranches be tendered and (y) no tranche of Extended Term Loans shall be in an amount of less than $50,000,000 (or, if less, the then aggregate outstanding amount of the Term Loans) (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 transactions contemplated by this subsection (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including subsection 4.5 or 4.6 and 4.16(a)) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its sole discretionTerm Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers as may be necessary in order to establish new tranches or sub-tranches in respect of 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 Agent in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this subsection. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest maturity date so that such maturity date is extended to the then latest maturity date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower Agent shall provide the Administrative Agent at least 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 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 subsection.
Appears in 1 contract
Samples: Credit Agreement (Cumulus Media Inc)
Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Annex, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of Term Loans with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans with a like maturity date) 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 and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans so extended, as well as the original Term Loans 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 extended), so long as the following terms are satisfied: (i)
(1) except as to pricing (including interest rates, fees, funding discounts and prepayment premiums), amortization, maturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (i)(2), (i)(3) and (ii), be set forth in the relevant Extension Offer), the Term Loans of any Term Loan 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 have the same terms, or terms that are, when taken as a whole, not materially more favorable (as reasonably determined by the Borrower in good faith) to the Extending Term Lenders than the terms and conditions, taken as a whole, applicable to, the tranche of Term Loans subject to such Extension Offer (except with respect to covenants (including any financial maintenance covenant added for the benefit of Extending Term Lenders) and other provisions so long as such covenants or other provisions (x) are also added for the benefit of all then outstanding Term Loans or (y) only become applicable after the Latest Maturity Date of the then outstanding Term Loans at the time of such incurrence of such Extended Term Loans), (2) the Weighted Average Life to Maturity of any Extended Term Loans shall be no less than 91 days longer than the remaining Weighted Average Life to Maturity of the Class extended thereby (determined, solely, for the purposes of this clause (2), without giving effect to prepayments that reduced amortization of the then remaining Loans of such Class being extended) and (3) 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 of Term Loans hereunder, in each case as specified in the respective Extension Offer (provided, that if the applicable Extending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended), (ii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof), in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Loan Lenders may be extended on a non-ratable basis up to the respective principal amounts to which such Term Loan Lenders have accepted such Extension Offer (but, on an aggregate basis, not to exceed the maximum amount of such Extension Offer) as agreed between the agent(s) with respect to such Extension Offer and the Borrower and (iii) all documentation in respect of such Extension shall be consistent with the foregoing.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.25, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of this Annex and (ii) each Extension Offer shall specify the minimum amount of Term Loans to be tendered. The transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Annex (including Sections 2.12 and 2.20) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.25 shall not apply to any of the transactions effected pursuant to this Section 2.25.
(c) No consent of any Lender or any other Person shall be required to effectuate any Extension, other than the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Annex and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Annex and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Annex and the other Loan Documents (an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate in the opinion of the Administrative Agent and the Borrower to effect the provisions of this Section 2.25 (including in connection with the establishment of such new tranches or sub-tranches, or to provide for class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 9.2(b)).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including 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 2.25.
(e) Notwithstanding anything to the contrary above, at any time and from time to time request that all or following the establishment of a portion Class of the Term Loans of one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower may offer any Lender of a Term Loan Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in such Extension Amendment the right to convert all or any portion of its Term Loans into such Class of Extended Term Loans; provided, that (i) such offer and any related acceptance shall provide a notice to be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent Agent; (who shall provide a copy of ii) such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the additional Extended Term Loans to be establishedLoans, which shall (x) shall be on identical as offered to each Lender under such Existing Term Loan Tranche terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable the relevant Lenders) and offered pro rata to each Lender under such Existing with the existing Extended Term Loan Tranche Loans, and (y) be identical with respect to the Term Loans under the Existing Term Loan Tranche from which such any additional Extended Term Loans are intended shall result in proportionate increases to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely otherwise owing with respect to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); , (iii) any Lender which elects to participate in an Extension Facility pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent and the Borrower and (iv) any such additional Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 1.0 million (it being understood that or, in the actual case of an outstanding Class with an entire outstanding principal amount thereof provided by of existing Term Loans less than a $1.0 million that is to be refinanced in full, such outstanding principal amount or commitments), unless each of the applicable Lenders may be lower than such minimum amount) Borrower and the Borrower may impose an Extension Minimum Condition with respect Administrative Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Extension RequestLoans made as provided above shall be treated as part of the Class to which such Loans are added, which may be waived by the Borrower in its sole discretionand shall not constitute a new Class of a new Extended Term Loans.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (T-Mobile US, Inc.)
Extensions of Term Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.24, the Borrower may at any time extend the maturity date, and from time to time request that all or a portion otherwise modify the terms of the Term Commitments or Loans, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans of one and/or Commitments, or more given Classes any portion thereof (and related outstandings) (the “Existing Term Loan TrancheExtension”) be amended pursuant to extend a written offer (the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term LoansExtension Offer”) made by the Borrower to all the Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to provide for other terms consistent with this Section 1.13each such Lender. In order to establish any Extended Term Loansconnection with the Extension, the Borrower shall will provide a notice notification to the Administrative Agent (who shall provide a copy of such notice for distribution to each the Lenders) of the Lenders under the applicable Existing Term Loan Tranche) (each, an “requested Extension Request”) setting forth the proposed terms of the and new Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; Date. In connection with the Extension, each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (iithe “Notice Date”) that is 15 days after delivery of notice by the economic terms Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to the Extension Offer by the Notice Date shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section 2.24(a). The election of any Lender to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Commitments so extended shall cease to be a part of the Extended Term tranche of Loans (whether in the form they were a part of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment Extension and shall form a new tranche of Extended Loans hereunder.
(b) The Borrower shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Extension under Section 2.24(a) with, and add as “Lenders” under this Agreement in place thereof, one or more Replacement Lenders as provided in Section 2.22; provided that each of such Extended Term Loans); and (iv) Extended Term Loans may have call protection Replacement Lenders shall enter into an Assignment Agreement pursuant to which such Replacement Lender shall, effective as may be agreed of a closing date selected by the Administrative Agent in consultation with the Borrower (which shall occur no later than 15 days following the Notice Date and shall occur on the same date as the effectiveness of the Extension as to Lenders thereof; providedwhich have consented thereto pursuant to Section 2.24(a)), that no Extended Term undertake the Commitment and Loans may of such Non-Extending Lender (and, if any such Replacement Lender is already a Lender, its Commitment and Loans shall be optionally prepaid prior in addition to such Lender’s Commitment and Loans hereunder on such date).
(c) The Extension shall be subject to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that following:
(Ai) no Default or Event of Default shall have occurred and be continuing at the time an any offering document in respect of the Extension Request Offer is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series Lenders and at the time of establishment thereof be earlier than the Term Loan Maturity Date of Extension;
(ii) except as to interest rates and final maturity, the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity Loans of any Lender extended pursuant to the Extension (the “Extended Term Loans”) shall be a Loans with the same terms as the original Loans (and related outstandings);;
(iii) if the aggregate principal amount of Loans in respect of which Lenders shall have accepted the Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to the Extension Offer, then the Loans of a given Extension Series at the time of establishment thereof such Lenders shall be no shorter than extended ratably up to such maximum amount based on the remaining Weighted Average Life respective principal amounts (but not to Maturity exceed actual holdings of record) with respect to which such Lenders have accepted the Existing Term Loan Tranche, Extension Offer;
(Div) all documentation in respect of such the Extension Amendment shall be consistent with the foregoing, and all written communications by the Borrower generally directed to Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent;
(Ev) the Minimum Extension Condition shall be satisfied; and
(vi) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower shall deliver to the Administrative Agent a certificate of an Authorized Officer of each Credit Party dated the applicable date of the Extension and executed by an Authorized Officer of such Credit Party certifying and attaching the resolutions adopted by such Credit Party approving or consenting to the Extension and (y) the conditions set forth in Sections 3.2(a)(iii) and (iv) shall be satisfied (with all references in such Sections to any Credit Extension being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by the chief financial officer of the Borrower.
(d) With respect to the Extension consummated by the Borrower pursuant to this Section 2.24, (i) the Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12, 2.13, 2.15, 2.16 or 10.4, (ii) the Extension Offer shall contain a condition (a “Minimum Extension Condition”) to consummating the Extension that at least 50% of the aggregate amount of the Loans outstanding immediately prior to the Initial Term Loan Maturity Date (unless another amount is agreed to by the Administrative Agent) shall be outstanding immediately following the Initial Term Loan Maturity Date. The Administrative Agent and the Lenders hereby consent to the Extension and the other transactions contemplated by this Section 2.24 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Term Loan on the such terms as may be set forth in the Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Section 2.12, 2.13, 2.15, 2.16 or 10.4) or any other Credit Document that may otherwise prohibit the Extension or any other transaction contemplated by this Section 2.24, provided that such consent shall not be deemed to be an acceptance of the Extension Offer.
(e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents with the Borrower and the Guarantor Subsidiaries as may be necessary in order to establish new tranches in respect of Loans so extended and such technical amendments as may participate be necessary in connection with the establishment of such new tranches in each case on a pro rata basis or less than terms consistent with this Section 2.24. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not greater than the obligation) to seek the advice or concurrence of the Requisite Lenders with respect to any matter contemplated by this Section 2.24 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower and the Guarantor Subsidiaries in accordance with any instructions actually received by such Requisite Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower and Guarantor Subsidiaries unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a pro rata basis) in request by the Administrative Agent for any voluntary repayments such advice or prepayments of principal of Term Loans concurrence, all such amendments entered into with the Borrower and the Guarantor Subsidiaries by the Administrative Agent hereunder shall be binding and conclusive on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis)the Lenders. Without limiting the foregoing, in connection with the Extension, the respective Credit Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any mandatory repayments Mortgage that has a maturity date prior to the Extended Term Loan Maturity Date so that such maturity date is extended to the Extended Term Loan Maturity Date (or prepayments of Term Loans hereundersuch later date as may be advised by local counsel to the Administrative Agent). In connection with the Extension, the Borrower shall provide the Administrative Agent at least 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or reasonably acceptable to, the Administrative Agent, in each case as specified in acting reasonably to accomplish the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion2.24.
Appears in 1 contract
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or Lenders of Term Loans with a portion like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of one or more given Classes (with a like maturity date) and on the “Existing Term Loan Tranche”) be amended 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 scheduled Term Loan Maturity Date(s) with respect to the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension RequestExtension,” and each group of Term Loans, as so extended, as well as the original Term Loans (in each case not so extended), being a “tranche”) setting forth the proposed terms of the ; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate tranche of Term Loans under from the Existing tranche of Term Loan Tranche Loans from which such Extended Term Loans they were converted), so long as the following terms are intended to be amended, except thatsatisfied: (i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders, (Bii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in no event shall prepayments (which shall, subject to the immediately succeeding clauses (iii), (iv) and (v), be determined between the Borrower and set forth in the relevant Extension Offer), the Term Loan Maturity Date Loans of any Term Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer until the maturity of such Term Loans unless the Lenders under such tranche of Term Loans subject to such Extension Offer also receive the benefit of any more restrictive terms or conditions (it being understood to the extent that that any covenant is added for the benefit of any Extended Term Loans, no consent shall be required from the Administrative Agent or any Lender to the extent such covenant is also added for the benefit of the existing Term Loans), (iii) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the then latest maturity date hereunder and the amortization schedule applicable to Term Loan Loans pursuant to Section 2.07(a) for periods prior to the Maturity Date of the Existing Term Loan TrancheDate, as applicable, may not be increased, (Civ) the Weighted Average Life to Maturity weighted average life of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer, (vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof), in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Term Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (each, a “Extension Series”but not to exceed actual holdings of record) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to which such Existing Term Loan Tranche Lenders have accepted such Extension Offer, (vii) all documentation in which case scheduled amortization with respect thereto of such Extension shall be proportionately increased). Each request consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent.
(b) With respect to all Extensions consummated by the Borrower pursuant to this subsection, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for an purposes of Sections 2.05 and (ii) no Extension Series of Extended Term Loans proposed Offer is required to be incurred under this Section 1.13 shall be in an aggregate principal any minimum amount or any minimum increment, provided that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amountx) and the Borrower may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which 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 of any or all applicable tranches be tendered and (y) no tranche of Extended Term Loans shall be in an amount of less than $20,000,000 (or, if less, the then aggregate Outstanding Amount of the Term Loans) (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 transactions contemplated by this subsection (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.05, 2.13 and 10.01) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). Each Lender may, but is not obligated to, extend the maturity date of each such Lender’s Term Loans. All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of 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 its sole discretionconnection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this subsection.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 15 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including 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 subsection.
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Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or a portion Lenders of the any Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of one or more given Classes (such respective Term Loans) and on the “Existing Term Loan Tranche”) be amended 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 scheduled Term Loan Maturity Date(s) with respect to the Date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amendedpursuant to the terms of the relevant Extension Offer (including, “Extended without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension RequestExtension”) setting forth , and each group of Term Loans, in each case as so extended, as well as the proposed terms of the original Term Loans (in each case not so extended), being a “tranche”; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate tranche of Term Loans under from the Existing tranche of Term Loan Tranche Loans from which such Extended Term Loans they were converted), so long as the following terms are intended to be amended, except thatsatisfied: (i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders, (Bii) [reserved], (iii) except as to interest rates, fees, amortization, final Maturity Date, premium, required prepayment dates and participation in no event shall prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined between the Borrower and set forth in the relevant Extension Offer), the Term Loan Loans of any Lender that agrees to an Extension with respect to such Term Loans (an “Extending Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer, (iv) the final Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan Latest Maturity Date of the Existing Term Loan TrancheLoans extended thereby, (Cv) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Evi) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer, (vii) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof), in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (eachbut not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, a “(viii) all documentation in respect of such Extension Series”shall be consistent with the foregoing and (ix) of Extended Term Loans any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for all purposes of this AgreementSection 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which 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 of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on 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 2.05, 2.13 and 10.01) or any other Loan Document that may otherwise prohibit or conflict with any such Extension or any other transaction contemplated by this Section.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary in the reasonable opinion of the Administrative Agent and the Borrower in its sole discretionconnection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed by the Lenders to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (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 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 2.15.
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Extensions of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (aeach, an “Extension Offer”) The Borrower may at any time and made from time to time request that by the Borrower to all or Lenders of Term Loans with a portion like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of one or more given Classes (the “Existing Term Loan Tranche”applicable Class with a like maturity date, as the case may be) be amended 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 scheduled Term Loan Maturity Date(s) with respect to the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amendedpursuant to the terms of the relevant Extension Offer (including, “Extended without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth Extension,” and each group of Term Loans, in each case as so extended, as well as the proposed terms of the Extended original Term Loans to be established(not so extended), which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the being a separate Class of Term Loans under from the Existing Class of Term Loan Tranche Loans from which such Extended Term Loans they were converted, so long as the following terms are intended to be amended, except thatsatisfied: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, except to the extent provided in the applicable Extension Amendment; providedSection 1.09, howeveras applicable, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID Default or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders, (Bii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in no event shall prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined between the Borrower and set forth in the relevant Extension Offer), the Term Loan Maturity Date 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 have the same terms as the Class of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan then Maturity Date of with respect to the Existing Term Loan TrancheLoans extended thereby and the amortization schedule applicable to Term Loans pursuant to Section 2.07(a) for periods prior to the Maturity Date for Term Loans may not be increased, (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer, (vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Term Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (each, a “Extension Series”but not to exceed actual holdings of record) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to which such Existing Term Loan Tranche Lenders have accepted such Extension Offer, (vii) all documentation in which case scheduled amortization with respect thereto of such Extension shall be proportionately increased). Each request for an consistent with the foregoing, (ix) any applicable Minimum Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 Condition shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be satisfied unless waived by the Borrower in its sole discretionand (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Cole Haan, Inc.)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower Agent to all or Lenders of Term Loans with a portion like maturity date, on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of one or more given Classes (with a like maturity date) and on the “Existing Term Loan Tranche”) be amended same terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the scheduled Term Loan Maturity Date(s) with respect to the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension RequestExtension,” and each group of Term Loans as so extended, as well as the original Term Loans (not so extended), being a “tranche”) setting forth the proposed terms of the ; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate tranche of Term Loans under from the Existing tranche of Term Loan Tranche Loans from which such Extended Term Loans they were converted) so long as the following terms are intended to be amended, except thatsatisfied: (i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders, (Bii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in no event shall prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower Agent and set forth in the relevant Extension Offer), the Term Loan Maturity Date Loans of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer until the maturity of such Term Loans, (iii) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the then latest maturity date hereunder and the amortization schedule applicable to Term Loan Loans pursuant to subsection 2.2 for periods prior to the Maturity Date of the Existing Term Loan TrancheDate, as applicable, may not be increased, (Civ) the Weighted Average Life to Maturity weighted average life of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer, (vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower Agent pursuant to any such Extension Request Offer, then the Term Loans of such Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (each, a “Extension Series”but not to exceed actual holdings of record) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to which such Existing Term Loan Tranche Lenders have accepted such Extension Offer, (vii) all documentation in which case scheduled amortization with respect thereto of such Extension shall be proportionately increased). Each request consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent.
(b) With respect to all Extensions consummated by the Borrowers pursuant to this subsection, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for an purposes of subsection 4.5 or 4.6 and (ii) no Extension Series of Extended Term Loans proposed Offer is required to be incurred under this Section 1.13 shall be in an aggregate principal any minimum amount or any minimum increment, provided that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amountx) and the Borrower Agent may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower Agent’s sole discretion and may be waived by the Borrower Agent) of Term Loans of any or all applicable tranches be tendered and (y) no tranche of Extended Term Loans shall be in an amount of less than $50,000,000 (or, if less, the then aggregate outstanding amount of the Term Loans) (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 transactions contemplated by this subsection (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including subsection 4.5 or 4.6 and 4.16(a)) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its sole discretionTerm Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers as may be necessary in order to establish new tranches or sub-tranches in respect of 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 Agent in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this subsection. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest maturity date so that such maturity date is extended to the then latest maturity date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower Agent shall provide the Administrative Agent at least 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 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 subsection.
Appears in 1 contract
Samples: Credit Agreement (Cumulus Media Inc)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or Lenders of Term Loans with a portion like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of one or more given Classes (with a like maturity date) and on the “Existing Term Loan Tranche”) be amended 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 scheduled Term Loan Maturity Date(s) with respect to the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice pursuant to the Administrative Agent terms of the relevant Extension Offer (who shall provide a copy including, without limitation, by increasing the interest rate or fees payable in respect of such notice to each of the Lenders under the applicable Existing Term Loan TrancheLoans (and related outstandings)) (each, an “Extension RequestExtension,” and each group of Term Loans, in each case as so extended, as well as the original Term Loans (in each case not so extended), being a “tranche”) setting forth the proposed terms of the ; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate tranche of Term Loans under from the Existing tranche of Term Loan Tranche Loans from which such Extended Term Loans they were converted), so long as the following terms are intended to be amended, except thatsatisfied: (i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders, (Bii) except as to interest rates, fees, final maturity date, premium, required prepayment dates and participation in no event shall prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined between the Borrower and set forth in the relevant Extension Offer), the Term Loan Maturity Date 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 have the same terms as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan Latest Maturity Date of the Existing Term Loan TrancheDate, (Civ) the Weighted Average Life to Maturity weighted average life of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer, (vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof), in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Term Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (each, a “Extension Series”but not to exceed actual holdings of record) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to which such Existing Term Loan Tranche Lenders have accepted such Extension Offer, (vii) all documentation in which case scheduled amortization with respect thereto of such Extension shall be proportionately increased). Each request consistent with the foregoing and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for an purposes of Section 2.05 and (ii) no Extension Series of Extended Term Loans proposed Offer is required to be incurred under this Section 1.13 shall be in an aggregate principal any minimum amount or any minimum increment, provided that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which 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 of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans 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 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans. All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of 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 its sole discretionconnection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 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.
Appears in 1 contract
Samples: Credit Agreement (Quintiles Transnational Holdings Inc.)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or a portion Lenders of the Term Loans of one or more given Classes a Class with a like Maturity Date, on a pro rata basis (based on the “Existing Term Loan Tranche”) be amended to extend aggregate outstanding principal amount of the scheduled Term Loan Maturity Date(s) with respect to the respective Term Loans of such Existing Class with a like Maturity Date) 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 Loan Tranche (any Loans and otherwise modify the terms of such Term Loans that have been so amendedpursuant to the terms of the relevant Extension Offer (including, “Extended without limitation, by increasing the interest rate or fees payable in respect of such Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans, the Borrower shall provide a notice but subject to the Administrative Agent applicable terms of clauses (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Trancheii) through (iv) below) (each, an “Extension RequestExtension”) setting forth , and each group of Term Loans, in each case as so extended, as well as the proposed terms of the original Term Loans (not so extended), being a separate Class, any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted, so long as the following terms are satisfied (it being understood that no such Lender shall have any obligation to commit to any such Extension):
(i) [Reserved];
(ii) except as to interest rates, fees, premiums, amortization, final maturity date, optional prepayment terms, mandatory prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iv), (v) and (vi), be establisheddetermined by the Borrower and set forth in reasonable detail in the relevant Extension Offer), which shall the Term Loans, as the case may be, of any Term Lender that agrees to an Extension with respect to such Term Loans (x) be identical as offered to each Lender under such Existing an “Extending Term Loan Tranche Lender”) extended pursuant to any Extension (including as “Extended Term Loans”), shall have terms applicable prior to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all original Maturity Date applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under subject to such Extension, as the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amendedcase may be, except that: (i) all or no more favorable in any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranchematerial respect, taken as a whole, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Extending Term Loan Maturity Dates; (ii) Lender than the economic terms of the Extended Class of Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of subject to such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension AmendmentOffer; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series shall be no earlier than the Latest Maturity Date at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, respective Extension;
(Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, and, prior to the originally scheduled Maturity Date, such Extended Term Loans do not require scheduled principal payments in any calendar quarter greater (Das a percentage of the original amount thereof) all documentation in respect than those of such Extension Amendment shall be consistent with the foregoing and Term Loans not so extended;
(Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer;
(vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Term Lenders shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, extended ratably up to such maximum amount based on the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series respective principal amounts with respect to which such Existing Term Loan Tranche Lenders have accepted such Extension Offer;
(vii) all documentation in which case scheduled amortization with respect thereto of such Extension shall be proportionately increased). Each request consistent with the foregoing; and
(viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for an purposes of Section 2.09 and (ii) no Extension Series of Extended Term Loans proposed Offer is required to be incurred under this Section 1.13 shall be in an aggregate principal any minimum amount or any minimum increment, provided that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which 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 Borrower) of Term Loans of any or all applicable Classes 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 its sole discretionrespect of any Extended Term Loans on 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, Section 2.12 or any other pro rata payment section) or any other Loan Documents that may otherwise prohibit or restrict any such Extension or any other transaction contemplated by this Section 2.16.
Appears in 1 contract
Extensions of Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of one aone or more given Classes ClassClasses (the anthe “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms All-In Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding the Initial Term Loans, First Amendment Incremental Term Loans, First Amendment Delayed Draw Term Loans, Second Amendment Delayed Draw Term Loans A and Second Amendment Delayed Draw Term Loans B; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (SelectQuote, Inc.)
Extensions of Term Loans. (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 with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans with a like maturity date) 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 and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans so extended, as well as the original Term Loans 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 extended), so long as the following terms are satisfied: (i)
(1) except as to pricing (including interest rates, fees, funding discounts and prepayment premiums), amortization, maturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (i)(2), (i)(3) and (ii), be set forth in the relevant Extension Offer), the Term Loans of any Term Loan 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 have the same terms, or terms that are, when taken as a whole, not materially more favorable (as reasonably determined by the Borrower in good faith) to the Extending Term Lenders than the terms and conditions, taken as a whole, applicable to, the tranche of Term Loans subject to such Extension Offer (except with respect to covenants (including any financial maintenance covenant added for the benefit of Extending Term Lenders) and other provisions so long as such covenants or other provisions (x) are also added for the benefit of all then outstanding Term Loans or (y) only become applicable after the Latest Maturity Date of the then outstanding Term Loans at the time of such incurrence of such Extended Term Loans), (2) the Weighted Average Life to Maturity of any Extended Term Loans shall be no less than 91 days longer than the remaining Weighted Average Life to Maturity of the Class extended thereby (determined, solely, for the purposes of this clause (2), without giving effect to prepayments that reduced amortization of the then remaining Loans of such Class being extended) and (3) 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 of Term Loans hereunder, in each case as specified in the respective Extension Offer (provided, that if the applicable Extending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended), (ii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof), in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Loan Lenders may be extended on a non-ratable basis up to the respective principal amounts to which such Term Loan Lenders have accepted such Extension Offer (but, on an aggregate basis, not to exceed the maximum amount of such Extension Offer) as agreed between the agent(s) with respect to such Extension Offer and the Borrower and (iii) all documentation in respect of such Extension shall be consistent with the foregoing.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.25, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement and (ii) each Extension Offer shall specify the minimum amount of Term Loans to be tendered. The transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (including Sections 2.12 and 2.20) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.25 shall not apply to any of the transactions effected pursuant to this Section 2.25.
(c) No consent of any Lender or any other Person shall be required to effectuate any Extension, other than the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate in the opinion of the Administrative Agent and the Borrower to effect the provisions of this Section 2.25 (including in connection with the establishment of such new tranches or sub-tranches, or to provide for class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 9.2(b)).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including 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 2.25.
(e) Notwithstanding anything to the contrary above, at any time and from time to time request that all or following the establishment of a portion Class of the Term Loans of one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower may offer any Lender of a Term Loan Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in such Extension Amendment the right to convert all or any portion of its Term Loans into such Class of Extended Term Loans; provided, that (i) such offer and any related acceptance shall provide a notice to be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent Agent; (who shall provide a copy of ii) such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the additional Extended Term Loans to be establishedLoans, which shall (x) shall be on identical as offered to each Lender under such Existing Term Loan Tranche terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable the relevant Lenders) and offered pro rata to each Lender under such Existing with the existing Extended Term Loan Tranche Loans, and (y) be identical with respect to the Term Loans under the Existing Term Loan Tranche from which such any additional Extended Term Loans are intended shall result in proportionate increases to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely otherwise owing with respect to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); , (iii) any Lender which elects to participate in an Extension Facility pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent and the Borrower and (iv) any such additional Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 1.0 million (it being understood that or, in the actual case of an outstanding Class with an entire outstanding principal amount thereof provided by of existing Term Loans less than a $1.0 million that is to be refinanced in full, such outstanding principal amount or commitments), unless each of the applicable Lenders may be lower than such minimum amount) Borrower and the Borrower may impose an Extension Minimum Condition with respect Administrative Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Extension RequestLoans made as provided above shall be treated as part of the Class to which such Loans are added, which may be waived by the Borrower in its sole discretionand shall not constitute a new Class of a new Extended Term Loans.
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Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or Lenders of Term Loans with a portion like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of one or more given Classes (with a like maturity date) and on the “Existing Term Loan Tranche”) be amended 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 scheduled Term Loan Maturity Date(s) with respect to the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms Extension,” and each group of the Extended Term Loans to be establishedas so extended, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including well as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the original Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended(not so extended), except that: (i) all or being a “tranche”; any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form as defined below) shall constitute a separate tranche of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans from the tranche of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection from which they were converted), so long as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that following terms are satisfied: (Ai) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders, (Bii) [reserved], (iii) except as to interest rates, fees, amortization, final maturity date, “AHYDO” or optional prepayments, premium, required prepayment dates and participation in no event shall 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 Loan 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 (unless (1) the Lenders under the Initial Term Loans also receive the benefit of such more favorable terms or (2) such covenants or other provisions are applicable only to periods after the Latest Maturity Date Date), (iv) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan then Latest Maturity Date of the Existing Term Loan Tranchehereunder, (Cv) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Evi) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer, (vii) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Term Lenders shall be designated a series extended ratably up to Table of Contents such maximum amount based on the respective principal amounts (eachbut not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, a “(viii) all documentation in respect of such Extension Series”shall be consistent with the foregoing, and (ix) of Extended Term Loans any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(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 all purposes of this AgreementSection 5 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which 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 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 on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including 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 the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans. All Extended Term Loans 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 with all other applicable Obligations under this Agreement and the other Credit Documents. The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Agent to, and the Credit Parties, the Administrative Agent and the Collateral Agent shall, enter into such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in order to establish new tranches or sub-tranches in respect of 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 its sole discretionconnection 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 Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions the respective Credit Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including rendering timing, rounding and other adjustments and to ensure Table of Contents 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.
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Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or Lenders of Term Loans with a portion like Maturity Date of the same Class, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans with a like Maturity Date of one or more given Classes (the “Existing Term Loan Tranche”same Class, as the case may be) be amended 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 scheduled Term Loan Maturity Date(s) with respect to the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amendedpursuant to the terms of the relevant Extension Offer (including, “Extended without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension RequestExtension”) setting forth , and each group of Term Loans, as applicable, in each case as so extended, as well as the proposed terms of the original Term Loans (in each case not so extended), thereafter being separate Classes; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate Class of Term Loans under from the Existing Class of Term Loan Tranche Loans from which such Extended Term Loans they were converted), so long as the following terms are intended to be amended, except thatsatisfied: (i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders, (Bii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in no event shall prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loan Loans of any 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 Latest Maturity Date as in effect at the time of the Extension Offer), (iii) the final maturity date of any Extended Term Loans of a given Extension Series shall be no earlier than the then Latest Maturity Date hereunder as in effect at the time of establishment thereof be earlier than the Term Loan Maturity Date of Extension Offer and the Existing Term Loan Tranche, (C) scheduled repayments applicable to the Weighted Average Life to Maturity of any respective Extended Term Loans of a given Extension Series at shall not, for periods prior to the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity scheduled maturity date of the Existing Term Loan Tranche, (D) all documentation Class in respect of the Extension Offer is being made, be greater than those which would have applied in the absence of such Extension Amendment shall be consistent with the foregoing and Extension, (Eiv) [reserved], (v) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer, (vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Lenders shall be designated extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the Minimum Extended Class Amount shall be satisfied unless waived by the Required Lenders.
(b) With respect to each Extension consummated by the Borrower pursuant to this Section 2.16, (i) such Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 4 and (ii) no Extension Offer is required to be in any minimum amount; provided that (x) the Borrower may at its election specify as a series condition (each, a “Minimum Extension SeriesCondition”) to consummating any such Extension that a minimum aggregate principal amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion and waivable by the Borrower in its sole discretion) of Term Loans of any or all applicable Classes be tendered and (y) each Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 25,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount“Minimum Extended Class Amount”) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be unless waived by the Required Lenders. 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 on 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 4 and 12.06) or any other Credit Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.16.
(c) Each Extension shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in this Section 2.16 (but which shall not require the consent of any 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 6.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions and officers’ certificates consistent with those delivered on the Closing Date under Section 5 and (ii) reaffirmation agreements and/or such amendments to the Credit Documents (including, without limitation, any Mortgage modifications and related date-down endorsements to the Mortgage Policies) as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Credit Documents. Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) establish new Classes or sub-Classes in respect of the Extended Term Loans incurred pursuant thereto, (ii) modify Scheduled Repayments as provided in Section 4.02(a), (iii) modify the prepayments set forth in Section 4.01 and Section 4.02 to reflect the existence of new Classes or sub-Classes of Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other technical amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Without limiting the foregoing, in connection with any Extensions the respective Credit Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, rendering 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 its sole discretioneach case acting reasonably to accomplish the purposes of this Section 2.16.
(e) This Section 2.16 shall supersede any provisions in Section 12.06 or 12.12 to the contrary.
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Extensions of Term Loans. Refinancing Facilities
(a) Extensions (i) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of one or more given Classes any Class (the an “Existing Term Loan TrancheClass”) be amended converted to extend the scheduled Term Loan Maturity Date(smaturity date(s) of any payment of principal with respect to the all or a portion of any principal amount of such Term Loans of such Existing Term Loan Tranche (any such Term Loans that which have been so amendedconverted, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.132.15. In order to establish any Extended Term Loans, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Term Loan TrancheClass which such request shall be offered equally to all such Lenders) (each, an a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall either, at the option of the Borrower, (xA) be identical reflect market terms and conditions (taken as offered to each Lender under such a whole) at the time of incurrence or issuance (as determined in good faith by the Borrower) or (B) if not consistent with the terms of the applicable Existing Term Loan Tranche (including as Class, shall not be materially more restrictive to the proposed interest rates and fees payableCredit Parties (as determined in good faith by the Borrower), but excluding any arrangementwhen taken as a whole, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to than the terms of the Term Loans under of the Existing Term Loan Tranche from which such Extended Class unless (x) the Lenders of the Term Loans are intended to of such applicable 101 Existing Term Loan Class receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date as determined at the time of incurrence or issuance; provided, however, that (1) the scheduled final maturity date shall be amended, except that: (i) extended and all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, Class (with any such delay resulting in a corresponding adjustment to the extent provided scheduled amortization payments reflected in Section 2.5 or in the applicable Extension Amendment; provided, howeveras the case may be, that at no time shall there be Classes of with respect to the Existing Term Loan Class from which such Extended Term Loans hereunder that have were converted, in each case as more than three particularly set forth in Section 2.15(a)(iii)), (32)(A) different Term Loan Maturity Dates; pricing, fees, optional prepayment or redemption terms shall be determined in good faith by the Borrower and the interest rates, interest margins, upfront fees, funding discounts, original issue discounts and premiums (iiincluding through fixed rate interest) the economic terms of with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different higher or lower than the economic terms interest margins and floors for the Term Loans of such Existing Term Loan TrancheClass and/or (B) additional fees, premiums or AHYDO Catch-Up Payments may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; , (iii3) the Extension Amendment Extended Term Loans may provide for other covenants participate on a pro rata basis, greater than pro rata basis or less than pro rata basis in any voluntary prepayment of any Class of Term Loans hereunder and terms may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of any Class of Term Loans hereunder; provided that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of if such Extended Term Loans); Loans are unsecured or rank junior in right of payment or as to security with the Obligations, such Extended Term Loans shall participate on a junior basis with respect to mandatory repayments of Term Loans hereunder (except in connection with any refinancing, extension, renewal, replacement, repurchase or retirement thereof permitted by this Agreement) and (iv4) Extended Term Loans may have call protection and prepayment premiums and, subject to clause (3) above, other redemption terms as may be agreed by the Borrower and the Lenders thereof; provided, provided that no the principal amount of the Extended Term Loans may be optionally prepaid prior to shall not exceed the principal amount of the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term LoansLoans being extended except as otherwise permitted herein; provided, howeverfurther, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans shall not be guaranteed or incurred by any Subsidiary other than a Credit Party hereunder and, if secured, shall not be secured by any assets other than Collateral (and, unless secured on a pari passu basis with the Obligations, shall be subject to a subordination agreement (if payment subordinated) and/or the Applicable Intercreditor Agreement (if secured)). No Lender shall have any obligation to agree to have any of a given Extension Series at the time its Term Loans of establishment thereof be earlier than the Term Loan Maturity Date of the any Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Class converted into Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion.
Appears in 1 contract
Extensions of Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the each Term Loans Loan of one or more given Classes any Class (the an “Existing Term Loan TrancheClass”) be amended converted or exchanged to extend the scheduled Term Loan Maturity Date(sfinal maturity date(s) of any payment of principal with respect to the all or a portion of any principal amount of such Term Loans or to make any other changes to the terms of such Existing Term Loan Tranche Loans (any such Term Loans that which have been so amendedextended or changed, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.132.15. In order Prior to establish entering into any Extension Agreement with respect to any Extended Term Loans, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Term Loan TrancheClass, with such request offered equally to all such Lenders of such Existing Term Loan Class) (each, an a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under of the Existing Term Loan Tranche Class from which such Extended Term Loans they are intended to be amended, extended or changed except that: that (iw) all or any of the scheduled amortization payments of principal of final maturity date may be extended or changed, (x)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums with respect to the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms those for the Term Loans of such Existing Term Loan TrancheClass and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; Agreement, (iiiy) subject to the provisions set forth in Sections 5.1 and 5.2, the Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) and mandatory prepayment terms as may be agreed between the Borrower and the Lenders thereof and (z) the Extension Amendment Agreement may provide for other covenants and terms that apply solely terms. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any period after Term Loan Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Latest Maturity Date that is in effect on Existing Term Loan Class of Term Loans from which they were extended or changed. Notwithstanding anything to the effective date of the Extension Amendment (immediately contrary herein, Extended Term Loans may not have any scheduled amortization prior to the establishment Initial Term Loan Maturity Date.
(b) [Reserved].
(c) The Borrower shall provide the applicable Term Loan Extension Request to the Administrative Agent at least five (5) Business Days (or such shorter period as the Administrative Agent may determine in its reasonable discretion) prior to the date on which Lenders under the Existing Term Loan Class are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.15. The Borrower may, at its election, specify as a condition to consummating any Extension Agreement that a minimum amount (to be determined and specified in the relevant Term Loan Extension Request in the Borrower’s sole discretion and as may be waived by the Borrower) of Term Loans of any or all applicable Classes be tendered. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans, of an Existing Term Loan Class subject to such Term Loan Extension Request converted or exchanged into Extended Term LoansLoans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Term Loan Extension Request of the amount of its Term Loans it has elected to convert or exchange into Extended Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent); and . In the event that the aggregate amount of Term Loans subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to or exchanged to Extended Term Loans on a pro rata basis (ivsubject to such rounding requirements as may be established by the Administrative Agent) based on the amount of Term Loans included in each such Extension Election or as may be otherwise agreed to in the applicable Extension Agreement.
(d) Extended Term Loans may have call protection shall be established pursuant to an amendment (an “Extension Agreement”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.15(d) and notwithstanding anything to the contrary set forth in Section 13.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans established thereby) executed by the Credit Parties, the Administrative Agent and the Extending Lenders. In connection with any Extension Agreement, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent and addressed to the Administrative Agent and the applicable Extending Lenders (i) as to the enforceability of such Extension Agreement, this Agreement as amended thereby, and such of the other Credit Documents (if any) as may be agreed amended thereby (in the case of such other Credit Documents as contemplated by the Borrower immediately preceding sentence) and covering customary matters and (ii) to the Lenders thereof; providedeffect that such Extension Agreement, that no including the Extended Term Loans may be optionally prepaid prior provided for therein, does not breach or result in a default under the provisions of Section 13.1 of this Agreement.
(e) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Term Loan Maturity Date Class is converted or exchanged to extend the related scheduled maturity date(s) in accordance with paragraph (a) above (an “Extension Date”), in the case of the Initial existing Term LoansLoans of each Extending Lender, unless the aggregate principal amount of such optional prepayment is accompanied existing Term Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted or exchanged by such Lender on such date, and the Extended Term Loans shall be established as a pro rata optional prepayment separate Class of all outstanding Term Loans; provided, however, Loans (together with any other Extended Term Loans so established on such date).
(f) In the event that (A) no Event the Administrative Agent determines in its sole discretion that the allocation of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation Election timely submitted by such Lender in respect of such Extension Amendment shall be consistent accordance with the foregoing procedures set forth in the applicable Extension Agreement, then the Administrative Agent, the Borrower and such affected Lender may (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basishereby are authorized to), in their sole discretion and without the consent of any mandatory repayments or prepayments of Term Loans hereunderother Lender, in each case as specified in enter into an amendment to this Agreement and the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series other Credit Documents (each, a “Corrective Extension SeriesAgreement”) within 15 days following the effective date of such Extension Agreement, as the case may be, which Corrective Extension Agreement shall (i) provide for the conversion or exchange and extension of Term Loans under the Existing Term Loan Class in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Extension Series into which such other Term Loans were initially converted or exchanged, as the case may be, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans to which it was entitled under the terms of such Extension Agreement, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrower and such Lender may agree (including conditions of the type required to be satisfied for all the effectiveness of an Extension Agreement described in Section 2.15(d)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.15(d).
(g) No conversion or exchange of Term Loans pursuant to any Extension Agreement in accordance with this Section 2.15 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.
(h) This Section 2.15 shall supersede any provisions in Section 2.4 or Section 13.1 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.15 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to provide any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to without such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretionLender’s consent.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Grocery Outlet Holding Corp.)
Extensions of Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of one or more a given Classes Class (the an “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms All-In Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding the Initial Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (SelectQuote, Inc.)
Extensions of Term Loans. (a) The Borrower may at any time and from time Notwithstanding anything to time request that all or a portion of the Term Loans of contrary in this Agreement, pursuant to one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) offers (each, an “Extension Request”) setting forth made from time to time by the proposed Borrower to all Lenders of Term Loans 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 with a like Maturity Date) 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 Request to extend the Maturity Date of each such Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Extension Request (including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the original Term Loans (not so extended), being a “Class”; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate Class of Term Loans under from the Existing Class of Term Loan Tranche Loans from which such Extended Term Loans they were converted, so long as the following terms are intended to be amended, except thatsatisfied: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed except as to later interest rates, fees, amortization, final maturity date, optional prepayments, premium, required prepayment dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Trancheand participation in prepayments (which shall, subject to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; immediately succeeding clauses (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; and (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may , be agreed determined by the Borrower and the Extending Term Lenders thereof; providedand set forth in the relevant Extension Request), the Term Loans of any Lender that no agrees to an Extension with respect to such Term Loans (an “Extending Lender”) extended pursuant to any Extension (“Extended Term Loans may Loans”) shall be optionally prepaid prior substantially identical to, or (taken as a whole) no more favorable to the Extending Term Lenders than those applicable to the Term Loan Maturity Date of the Initial Term Loans, unless Loans subject to such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered (except for covenants or other provisions applicable only to Lendersperiods after the then Latest Maturity Date), (Bii) in no event shall the Term Loan Maturity Date final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan then Latest Maturity Date of the Existing Term Loan TrancheDate, (Ciii) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (Dvi) all documentation in respect of such Extension Amendment the Extended Term Loans shall not be consistent with (A) secured by any Lien on any asset other than the foregoing Collateral and (EB) guaranteed by any person other than the Guarantors, (v) 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 repayments optional or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Request shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Request, then the Term Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Request (subject to rounding required by the Administrative Agent), and (vii) all documentation in respect of such Extension shall be consistent with the foregoing. Any No Lender shall have any obligation to agree to have any of its Term Loans extended pursuant to an Extension Request.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.20, (i) such Extensions shall not constitute optional or mandatory payments or prepayments for purposes of Section 2.10 and (ii) no Extension Request is required to be in any minimum amount or any minimum increment. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.20 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans amended on such terms as may be set forth in the relevant Extension Request) and hereby waive the requirements of any provision of this Agreement (including Sections 2.10 and 2.14(a)) or any other Term Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.20.
(c) The Borrower shall provide the applicable Extension Request at least 15 Business Days (or such shorter period as the Administrative Agent may determine in its sole discretion) prior to the date on which Lenders under the applicable Class of Term Loans are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.20. Any Extending Lender wishing to have all or a portion of its Term Loans subject to such Extension Request converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its existing Term Loans subject to such Extension Request that it has elected to convert into Extended Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent and proration as provided in clause (vi) of Section 2.20(a)).
(d) Extended Term Loans shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement and, if reasonably requested by the Administrative Agent, the other Term Loan Documents (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.20(d) and notwithstanding anything to the contrary set forth in Section 11.02, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. It is understood and agreed that each Lender hereunder has consented, and shall at the effective time thereof be deemed to consent, to each amendment to this Agreement and the other Term Loan Documents authorized by this Section 2.20 and the arrangements described above in connection therewith. In connection with any Extension Request Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent (i) as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Term Loan Documents (if any) as may be designated a series amended thereby (each, a “Extension Series”in the case of such other Term Loan Documents as contemplated by the immediately preceding sentence) and (ii) covering such other matters as the Administrative Agent may reasonably request in connection therewith.
(e) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans for all purposes to a given Lender was incorrectly determined as a result of this Agreement; provided that any Extended Term Loans amended from manifest administrative error in the receipt and processing of an Existing Term Loan Tranche may, to Extension Election timely submitted by such Lender in accordance with the extent provided procedures set forth in the applicable Extension Amendment, be designated as then the Administrative Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an increase in any previously established Extension Series with respect amendment to such Existing this Agreement and the other Term Loan Tranche Documents (each, a “Corrective Extension Amendment”) within 15 days following the effective date of such Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion and extension of Term Loans in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of such amount as is required to cause such Lender to hold Extended Term Loans proposed in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Term Loans to which it was entitled under the terms of such Extension Amendment, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrower and such Lender may agree (including conditions of the type required to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that satisfied for the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose effectiveness of an Extension Minimum Condition Amendment described in Section 2.20(d)), and (iii) effect such other amendments of the type (with respect appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.20(d).
(f) No exchange or conversion of Term Loans pursuant to any Extension Request, which may Amendment in accordance with this Section 2.20 shall (x) be waived by made at any time an Event of Default shall have occurred and be continuing (and no Extension Request shall be delivered to the Borrower in its sole discretionLenders at any time an Event of Default shall have occurred and be continuing) and (y) constitute an optional or mandatory payment or prepayment for purposes of this Agreement.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Overseas Shipholding Group Inc)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that all shall have accepted such offer extend the maturity date of any Term Loans and otherwise modify the terms of such Term Loans of such Lender 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 and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a portion “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 a separate Class of Term Loans), so long as the following terms are satisfied (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of one or more given Classes any Term Lender extended pursuant to any Extension (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) shall have the same terms and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loansconditions that are substantially identical to, the Borrower shall provide a notice or less favorable to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring lenders or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which investors providing such Extended Term Loans are intended to be amended, except that: (i) all or any as the tranche of the scheduled amortization payments of principal of the Extended Term Loans may be delayed subject to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan TrancheExtension Offer, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan then Latest Maturity Date of and the Existing Term Loan Trancheamortization schedule, (C) the Weighted Average Life if any, applicable to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, periods prior to the extent provided in the then applicable Extension Amendment, Latest Maturity Date may not be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion.,
Appears in 1 contract
Samples: Term Loan Credit Agreement
Extensions of Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of one or more given Classes any Class (the an “Existing Term Loan TrancheClass”) be amended exchanged to extend the scheduled Term Loan Maturity Date(smaturity date(s) of any payment of principal thereof with respect to the all or a portion of any principal amount of such Term Loans of such Existing Term Loan Tranche (any such Term Loans that which have been so amendedextended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.132.18. In order Prior to establish entering into any Extended Term LoansExtension Agreement, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Term Loan TrancheClass) (each, an a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be establishedestablished thereunder, which terms shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under of the Existing Term Loan Tranche Class from which such Extended Term Loans they are intended to be amended, extended except that: (ix) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of the such Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, Class (with any such delay resulting in a corresponding adjustment to the extent provided scheduled amortization payments reflected in Section 2.07 or in the applicable Extension Incremental Amendment; provided, howeveras the case may be, that at no time shall there be Classes of with respect to the Existing Term Loan Class from which such Extended Term Loans hereunder that have were extended, in each case as more than three particularly set forth in Section 2.18(c) below), (3y) different Term Loan Maturity Dates; all-in pricing (iiincluding, without limitation, margins, fees and premiums) the economic terms of with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different higher or lower than the economic terms all-in pricing (including, without limitation, margins, fees and premiums) for the Term Loans of such Existing Term Loan TrancheClass, in each case, to the extent provided in the applicable Term Extension Amendment; Agreement and (iiiz) the Extension Amendment may provide for other covenants voluntary and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date mandatory prepayment rights of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may shall be subject to the provisions set forth in Section 2.05. No Lender shall have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no any obligation to agree to have any of its Term Loans of any Existing Term Loan Class exchanged into Extended Term Loans may be optionally prepaid prior pursuant to the any Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to of any Term Extension Request Series shall be designated constitute a series (each, a “Extension Series”) separate Class of Extended Term Loans for all purposes from the Existing Term Loan Class of this AgreementTerm Loans from which they were extended; provided that any Extended Term Loans amended from an Existing Term Loan Tranche extended may, to the extent provided in the applicable Term Extension AmendmentAgreement, be designated as an increase in to any previously established Class of Extended Term Loans; provided that in no event shall there be more than ten Classes of Term Loans outstanding at any time.
(b) The Borrower shall provide the applicable Term Loan Extension Series Request at least five (5) Business Days prior to the date on which Lenders under the Existing Term Loan Class are requested to respond. Except as provided in the second succeeding sentence, any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans of an Existing Term Loan Class subject to such Term Loan Extension Request exchanged into Extended Term Loans shall notify the Administrative Agent (an “Term Extension Election”) on or prior to the date specified in such Term Loan Extension Request of the amount of its Term Loans which it has elected to convert into Extended Term Loans. In the event that the aggregate amount of Term Loans subject to Term Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Term Loan Extension Request, Term Loans subject to Term Extension Elections shall be exchanged to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Term Extension Election. Notwithstanding the foregoing, the Borrower shall be permitted to specify in the Term Loan Extension Request, any Lender or Lenders as Extending Term Lenders (subject to the consent of such Lender or Lenders) and any Lenders not so specified in such Term Loan Extension Request shall not have the right to make a Term Extension Election with respect to such Existing Term Loan Tranche Extension Request.
(in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of c) Extended Term Loans proposed shall be established pursuant to be incurred under an amendment (an “Term Extension Agreement”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount2.18(c) and notwithstanding anything to the Borrower may impose an Extension Minimum Condition contrary set forth in Section 10.01, shall not require the consent of any Lender other than the Extending Term Lenders with respect to any Extension Request, which may be waived the Extended Term Loans established thereby) executed by the Borrower Loan Parties, the Administrative Agent and the Extending Term Lenders. Notwithstanding anything to the contrary in its sole discretion.this Section 2.18 and without limiting the generality or applicability of Section 10.01 to any Section 2.18 Additional Agreements, any Term Extension Agreement may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.18 Additional Agreement”) to this Agreement and the other Loan Documents; provided that such Section 2.18 Additional Agreements do not become effective prior to the time that such Section 2.18 Additional
Appears in 1 contract
Samples: Credit Agreement (Catalent, Inc.)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request by the Borrower to all Lenders of any Class of Term Loans, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of the applicable Class) 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 all accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans of the applicable Class and otherwise modify the terms of such Term Loans 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 (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans, and which such extensions shall not be subject to any “no default” requirement, pro forma compliance with any leverage ratio or other financial tests or “most favored nations provisions”) (each, an “Extension,” and each group of Term Loans, as applicable, in each case as so extended, as well as the original Term Loans (in each case not so extended), being a portion separate Class of Term Loans from the Class of Term Loans from which they were #98202018v27 converted, and it being understood that an Extension may be in the form of an increase in the amount of any other outstanding Class of Term Loans otherwise satisfying the criteria set forth below), so long as the following terms are satisfied: (i) except as to interest rates, fees, amortization, final maturity date, premium, call protection, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (ii), (iii) and (iv), be determined between the Borrower and set forth in the relevant Extension Offer), the Term Loans of one or more given Classes (the “Existing any Term Loan Tranche”) be amended Lender that agrees to extend the scheduled Term Loan Maturity Date(s) an extension with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, extended pursuant to any Extension (“Extended Term Loans”) and to provide for other shall have the same terms consistent with this Section 1.13. In order to establish any Extended Term Loans, as the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy Class of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans subject to be established, which shall (x) be identical as offered such Extension Offer other than with respect to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring covenants or other similar fees payable in connection therewith that are not generally shared with all provisions applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to periods after the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amendedLatest Maturity Date, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the then latest maturity date hereunder and the amortization schedule applicable to Term Loan Loans pursuant to Section 2.07 for periods prior to the Maturity Date of the Existing for Term Loan TrancheLoans may not be increased, (Ciii) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Eiv) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer, (v) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof), as the case may be, in respect of which Term Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans, as the case may be, offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans, as the case may be, of such Term Lenders, as the case may be, shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (eachbut not to exceed actual holdings of record) with respect to which such Term Lenders, a “as the case may be, have accepted such Extension Series”Offer, (vi) all documentation in respect of Extended such Extension shall be consistent with the foregoing, (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (viii) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. No Lender shall be obligated to extend its Term Loans unless it so agrees.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for all purposes of this AgreementSection 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment,; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amountx) and the Borrower may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which 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 (as applicable) of any or all applicable Classes be tendered and (y) no Class of Extended Term Loans shall be in an amount of less than $10,000,000 (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 transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans 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 2.05, 2.12 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans; provided that any Lender that elects not to agree to such Extension (such Lender being, a “Non-Extending Lender”) may be replaced by the Borrower pursuant to Section 3.06. All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders #98202018v27 hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Classes in respect of 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 its sole discretionconnection with the establishment of such new Classes, in each case on terms consistent with this Section 2.15.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (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 2.15.
Appears in 1 contract
Extensions of Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic All-In Yield with respect toeconomic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic All-In Yieldeconomic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all the Initial Term Loans, First Amendment Incremental Term Loans, First Amendment Delayed Draw Term Loans, Second Amendment Delayed Draw Term Loans A and Second Amendment Delayed Draw Term Loans Ball outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (SelectQuote, Inc.)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or Lenders of Terms Loans with a portion like maturity date, on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of one or more given Classes (with a like maturity date) and on the “Existing Term Loan Tranche”) be amended 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 scheduled Term Loan Maturity Date(s) with respect to the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amendedpursuant to the terms of the relevant Extension Offer (including, “Extended without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension”, and each group of Term Loans, in each case as so extended, as well as the original Term Loans (not so extended), being a separate Class, any Extended Terms Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted, so long as the following terms are satisfied (it being understood that no such Lender shall have any obligation to commit to any such Extension):
(i) [Reserved];
(ii) except as to interest rates, fees, premiums, amortization, final maturity date, optional prepayment terms, mandatory prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in reasonable detail in the relevant Extension RequestOffer), the Term Loans, as the case may be, of any Term Loan Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Loan Lender”) setting forth extended pursuant to any Extension (“Extended Term Loans”), shall have terms applicable prior to the proposed original Term Loan Maturity Date, as the case may be, no more favorable in any material respect, taken as a whole, to the Extending Term Loan Lender than the terms of the Extended Class of Term Loans subject to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; Offer;
(iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, Date;
(Civ) the Weighted Average Life to Maturity weighted average life of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of the Existing Term Loan TrancheLoans extended thereby, and, prior to the originally scheduled Maturity Date, such Extended Term Loans do not require scheduled principal payments of greater than 2.50% of the original amount thereof in any calendar quarter ending on or prior to December 31, 2015, or 3.75% of the original principal amount thereof in any calendar quarter thereafter;
(D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer;
(vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Term Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (each, a “Extension Series”but not to exceed actual the Borrower of record) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to which such Existing Term Loan Tranche Lenders have accepted such Extension Offer;
(vii) all documentation in which case scheduled amortization with respect thereto of such Extension shall be proportionately increased). Each request consistent with the foregoing; and
(viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for an purposes of Section 2.09 and (ii) no Extension Series of Extended Term Loans proposed Offer is required to be incurred under this Section 1.13 shall be in an aggregate principal any minimum amount or any minimum increment, provided that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which 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 of any or all applicable Classes 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 on 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, Section 2.12 or any other pro rata payment section) or any other Loan Documents that may otherwise prohibit or restrict any such Extension or any other transaction contemplated by this Section 2.16.
(c) No consent of any Lender or any Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent and, to the extent applicable, the Collateral Agent, to enter into amendments to this Agreement and the other Loan Documents with the Borrower and other Loan Parties as may be necessary in order to establish new Classes in respect of 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 its sole discretionconnection with the establishment of such new Classes, in each case on terms consistent with this Section 2.16.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 10 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof and shall agree to such procedures (to ensure reasonable administrative management of the Loans and Commitments 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.
(e) This Section 2.16 shall supersede any provisions in Section 2.12, Section 2.13, Section 2.14 or Section 10.01 to the contrary.
Appears in 1 contract
Extensions of Term Loans. (a) The Borrower may at any time and from time Notwithstanding anything to time request that all or a portion of the Term Loans of contrary in this Agreement, pursuant to one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) offers (each, an “Extension RequestOffer”) setting forth made from time to time by the proposed Borrower to all Lenders of Term Loans with a like maturity date, on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans with a like maturity date) 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 and otherwise modify the terms of such Term Loans 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 and/or modifying the amortization schedule in respect of such Lender’s Term Loans, but subject to the applicable terms of clauses (ii) through (iv) below (each, an “Extension”), and each group of Term Loans, in each case as so extended, as well as the original Term Loans (not so extended), being a separate Class, any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted, so long as the following terms are satisfied (it being understood that no such Lender shall have any obligation to commit to any such Extension):
(i) [Reserved];
(ii) except as to interest rates, fees, premiums, amortization, final maturity date, optional prepayment terms, mandatory prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iv), (v) and (vi), be establisheddetermined by the Borrower and set forth in reasonable detail in the relevant Extension Offer), which shall (x) be identical the Term Loans, as offered to each Lender under such Existing the case may be, of any Term Loan Tranche Lender that agrees to an Extension with respect to such Term Loans (including as an “Extending Term Loan Lender”) extended pursuant to any Extension (“Extended Term Loans”), shall have terms applicable prior to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all original Maturity Date applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which subject to such Extended Term Loans are intended to be amendedExtension no more favorable in any material respect, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranchetaken as a whole, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Extending Term Loan Maturity Dates; (ii) Lender than the economic terms of the Extended Class of Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of subject to such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; Offer;
(iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series shall be no earlier than the Latest Maturity Date at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, extension;
(Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, and, prior to the originally scheduled Maturity Date, such Extended Term Loans do not require scheduled principal payments in any calendar quarter greater (Das a percentage of the original amount thereof) all documentation in respect than those of such Extension Amendment shall be consistent with the foregoing and Term Loans not so extended;
(Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer;
(vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Term Lenders shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, extended ratably up to such maximum amount based on the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series respective principal amounts with respect to which such Existing Term Loan Tranche Lenders have accepted such Extension Offer;
(vii) all documentation in which case scheduled amortization with respect thereto of such Extension shall be proportionately increased). Each request consistent with the foregoing; and
(viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for an purposes of Section 2.09 and (ii) no Extension Series of Extended Term Loans proposed Offer is required to be incurred under this Section 1.13 shall be in an aggregate principal any minimum amount or any minimum increment, provided that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Requestthat a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and, which unless the relevant Extension Offer specifies otherwise, may be waived by the Borrower) of Term Loans of any or all applicable Classes 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 on 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, Section 2.12 or any other pro rata payment section) or any other Loan Documents that may otherwise prohibit or restrict any such Extension or any other transaction contemplated by this Section 2.16.
(c) No consent of any Lender or any Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent and, to the extent applicable, the Collateral Agent, to enter into amendments to this Agreement and the other Loan Documents with the Borrower and other Loan Parties as may be necessary in order to establish new Classes in respect of 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 its sole discretionconnection with the establishment of such new Classes, in each case on terms consistent with this Section 2.16.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 10 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof and shall agree to such procedures (to ensure reasonable administrative management of the Loans and Commitments 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.
(e) This Section 2.16 shall supersede any provisions in Section 2.12, Section 2.13, Section 2.14 or Section 10.01 to the contrary.
Appears in 1 contract
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request by the Borrower to all Lenders of any Class of Term Loans on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of the applicable Class) 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 all accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans of the applicable Class and otherwise modify the terms of such Term Loans 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 (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension,” and each group of Term Loans, in each case as so extended, as well as the original Term Loans (in each case not so extended), being a portion separate Class of Term Loans from the Class of Term Loans from which they were converted, it being understood that an Extension may be in the form of an increase in the amount of any outstanding Class of Term Loans otherwise satisfying the criteria set forth below), so long as the following terms are satisfied:
(i) [reserved];
(ii) [reserved];
(iii) except as to interest rates, fees, amortization, final maturity date, 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 set forth in the relevant Extension Offer), the Term Loans of one or more given Classes (the “Existing any Term Loan Tranche”) be amended Lender that agrees to extend the scheduled Term Loan Maturity Date(s) an extension with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) and to provide for other shall have the same terms consistent with this Section 1.13. In order to establish any Extended Term Loans, as the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy Class of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans subject to be established, which shall such Extension Offer (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring except for covenants or other similar fees payable in connection therewith provisions (a) that are not generally shared with all materially more restrictive on the Borrower (as reasonably determined by the Borrower), (b) contained therein applicable Lenders) and offered pro rata only to each Lender under such Existing Term Loan Tranche and (y) be identical periods after the latest Maturity Date applicable to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans then existing or (c) are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms offered for inclusion for the Term Loans benefit of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loansall Lenders); and ;
(iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan then latest Maturity Date of the Existing Term Loan TrancheLoans, hereunder (Cbut may be later than such Maturity Date);
(v) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, Loans extended (D) all documentation subject to exceptions for amortization in respect an aggregate annual amount of such Extension Amendment shall be consistent with up to 1% of the foregoing and original principal amount extended);
(Evi) any Extended Term Loans may participate (a) subject to clause (b) below, on a pro rata basis or a less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), ) in any voluntary or mandatory repayments or prepayments or (b) on a greater than pro rata basis in the case of any voluntary or mandatory repayments or prepayment of Term Loans hereunderLoans, as applicable, that do not have the same maturities and prepayment premium, in each case as specified in the respective Extension Request. Any Extended Offer;
(vii) if the aggregate principal amount of the Class of Term Loans amended (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans of such Class offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Class of such Term Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (each, a “Extension Series”but not to exceed actual holdings of record) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to which such Existing Term Loan Tranche Lenders have accepted such Extension Offer; and
(in which case scheduled amortization with respect thereto viii) any applicable Minimum Extension Condition shall be proportionately increased). Each request satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for an purposes of Section 2.05 and (ii) no Extension Series of Extended Term Loans proposed Offer is required to be incurred under this Section 1.13 shall be in an aggregate principal any minimum amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such or any minimum amount) and increment; provided, the Borrower may impose an at their election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which 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 of any or all applicable Classes be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans 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 2.05, 2.12 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that have the same guarantees as, and are secured by the Collateral on a pari passu basis with, all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Classes, tranches or sub-tranches in respect of 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 its connection with the establishment of such new Classes, tranches or sub-tranches, in each case on terms consistent with this Section 2.15. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent). For the avoidance of doubt, no Lender shall be obligated to extend their Commitment, except in their sole discretion.
(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 2.15. The Administrative Agent shall promptly notify the Lenders of each Extension notice.
(e) This Section 2.15 will supersede any provisions of Sections 2.13, 10.01 and 10.
Appears in 1 contract
Samples: Second Lien Credit Agreement (ONESPAWORLD HOLDINGS LTD)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request by the Borrower to all Lenders of any Class of Term Loans with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class) 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 all accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Term Loans 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 and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a portion “tranche” and a Class hereunder; any Extended Term Loans shall constitute a separate tranche and Class of Term Loans from the tranche and Class of Term Loans from which they were converted), so long as the following terms are satisfied: (i) except as to pricing (interest rate, fees, funding discounts and prepayment premiums (and which shall not be subject to any MFN Adjustment)), amortization, maturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (ii), (iii) and (iv), be set forth in the relevant Extension Offer), the Term Loans of one or more given Classes (the “Existing any Term Loan Tranche”) be amended Lender that agrees to extend the scheduled Term Loan Maturity Date(s) an Extension with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) and shall have the same terms as the tranche of Term Loans subject to provide such Extension Offer (except for other terms consistent with which are (I) added to this Section 1.13. In order to establish any Extended Term Loans, Agreement for the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each benefit of the Lenders under or (II) applicable only to periods after the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal then Latest Maturity Date of the Term Loans at the time of such Existing Term Loan TrancheExtension Offer), to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date of a given Extension Series the Term Loans being so extended at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranchesuch Extension Offer, (Ciii) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter less than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect Class extended thereby at the time of such Extension Amendment shall be consistent with the foregoing and Offer, (Eiv) any Extended Term Loans may participate on a pro rata basis or basis, a less than (but not greater than a pro rata basis, or, to the extent set forth in Sections 2.13(b), 2.15(b), 2.15(c), 2,15(d), 2.15(e), 2.15(f), 2.15(g), 2.15(h) in and 2.15(i) or as otherwise expressly permitted by this Agreement, a greater than pro rata basis than any voluntary repayments or prepayments of principal other Class of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer or in this Agreement, (v) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof) in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Term Loan Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (each, a “Extension Series”but not to exceed actual holdings of record) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to which such Existing Term Loan Tranche Lenders have accepted such Extension Offer, (vi) all documentation in which case scheduled amortization with respect thereto of such Extension shall be proportionately increased). Each request consistent with the foregoing and (vii) any applicable Minimum Extension Condition shall be satisfied at the option of the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 or Section 2.15 and (ii) at the option of the Borrower, an Extension Series Offer may specify the minimum amount of Extended Term Loans proposed to be incurred under this Section 1.13 extended, which shall be in an integral multiple of $1,000,000 and an aggregate principal amount that is not less than $5,000,000 50,000,000 (it being understood that or if less, the actual remaining outstanding principal amount thereof provided of a given Class) (or such lesser minimum amount reasonably approved by the applicable Lenders Administrative Agent) (a “Minimum Extension Condition”). The transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be lower set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (including, without limitation, Sections 2.13 and 2.21) or any other Loan Document that may otherwise prohibit any such minimum amountExtension or any other transaction contemplated by this Section shall not apply to any of the transactions effected pursuant to this Section 2.26.
(c) The consent of the Administrative Agent shall not be required to effectuate any Extension. No consent of any Lender or any other Person shall be required to effectuate any Extension, other than the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (which shall be reasonably satisfactory to the Administrative Agent) (an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of 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 may impose an Extension Minimum Condition in connection with respect the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Extension Request, which Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be waived advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days (or such shorter period as may be agreed by the Borrower 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 its sole discretioneach case acting reasonably to accomplish the purposes of this Section 2.26.
Appears in 1 contract
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that all or a portion of the Term Loans of one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, by the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to all Lenders of Loans with a like Maturity Date), in each case on a pro rata basis (based on the aggregate outstanding principal amount of the Lenders under respective Term Loans with the applicable Existing Term Loan Tranchesame Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time offer to extend the maturity date for any Loans and otherwise modify the terms of such Loans pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension Request”) setting forth Extension,” and each group of Loans as so extended, as well as the proposed terms of the original Loans (not so extended), being a Class; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to constitute a separate Class of Loans from the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Class of Loans under the Existing Term Loan Tranche from which such Extended Term Loans they were converted), so long as the following terms are intended to be amended, except that: satisfied:
(i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing Continuing at the time an Extension Request Offer is delivered to Lendersthe Administrative Agent or at the time of the Extension;
(ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (Biv) and (v), be determined by the Borrower and set forth in no event shall the relevant Extension Offer), the Term Loan Loans of any Lender (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the Class of Term Loans subject to such Extension Offer until the Maturity Date of Date;
(iii) the final maturity date for any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan then latest Maturity Date of for Loans hereunder and the Existing Term Loan Tranche, amortization schedule applicable to Loans pursuant to Section 2.09 for periods prior to the applicable Maturity Date may not be increased;
(Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, Loans extended thereby;
(D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Offer;
(vi) if the aggregate principal amount of applicable Loans amended (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the applicable Loans of the applicable Lenders shall be designated extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer;
(vii) all documentation in respect of such Extension shall be consistent with the foregoing;
(viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower shall deliver to the Administrative Agent a series certificate of each Loan Party dated the applicable date of the Extension signed by an Authorized Officer of such Loan Party (eachx) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such Extension, a “Extension Series”(y) in the case of Extended Term Loans the Borrower, certifying that, before and after giving effect to such Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (and in all respects to the extent qualified by materiality or material adverse effect) on and as of the applicable date of the Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects to the extent qualified by materiality or material adverse effect) as of such earlier date, and except that for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche maySection 2.23, the representations and warranties contained in Section 4.08 shall be deemed to refer to the extent provided most recent statements furnished pursuant to subsections (a), (b) and (c), respectively, of Section 5.01, and the representations and warranties contained in Section 4.25 shall be deemed to refer to the applicable most recent certificate furnished pursuant to Section 5.01(f) and (B) no Event of Default exists; and
(ix) the Minimum Extension AmendmentCondition, if any, shall be designated as an increase satisfied unless waived by the Borrower in any previously established Extension Series with its sole discretion.
(b) With respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed all Extensions consummated by the Borrower pursuant to be incurred under this Section 1.13 2.23, (i) such Extensions shall be in an aggregate principal amount that is not less than $5,000,000 constitute voluntary or mandatory payments or prepayments for purposes of Section 2.09 and (it being understood that ii) at the actual principal amount thereof provided by sole discretion of the applicable Lenders Borrower, the Extension Offer may be lower than such minimum amount) and contain a condition to consummating the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, (which may be waived by the Borrower in its sole discretion) that at least a certain percentage of Loans of any or all applicable Classes be tendered (a “Minimum Extension Condition”). The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on 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 2.09 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.23. Notwithstanding anything to the contrary contained herein, no Lender shall be obligated to provide any Extended Term Loans unless it so agrees.
(c) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Classes in respect of 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 Classes, in each case on terms consistent with this Section 2.23 and without the consent of any other party. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Security Document that has a maturity date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, 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 2.23.
(e) This Section 2.23 shall supersede any provisions in Section 2.15 or 10.05 to the contrary.
Appears in 1 contract
Samples: Senior Secured Term Loan Facility Agreement (Home Loan Servicing Solutions, Ltd.)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or Lenders of Term Loans with a portion like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of one or more given Classes (with a like Maturity Date) and on the “Existing Term Loan Tranche”) be amended 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 scheduled Term Loan Maturity Date(s) with respect to the Date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension RequestExtension”) setting forth , and each group of Term Loans so extended, as well as the proposed terms of the original Term Loans not so extended, being a “tranche”). Any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate tranche of Term Loans under from the Existing tranche of Term Loan Tranche Loans from which such Extended Term Loans they were converted, so long as the following terms are intended to be amended, except thatsatisfied: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders; (ii) except as to pricing (interest rate, fees, funding discounts and prepayment premiums) and maturity (B) which shall be set forth in no event shall the relevant Extension Offer), the Term Loan Loans of any 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 have the same terms as the tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date of the Term Loans); (iii) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan then Latest Maturity Date of the Existing Term Loan Tranche, Loans; (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, Class extended thereby; (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case case, as specified in the respective Extension Request. Any Offer (provided that if the applicable Extending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended); (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (vii) the Extended Term Loans amended pursuant to may not be guaranteed by any Extension Request Subsidiary of the Borrower other than the Loan Parties; (viii) no assets or property shall be designated a series (each, a “Extension Series”) of secure the Extended Term Loans unless such assets or property constitute Collateral; and (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.21, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for all purposes of this Agreement; provided that any Extended Agreement and (ii) each Extension Offer shall specify the minimum amount of Term Loans amended from an Existing Term Loan Tranche mayto be tendered, to the extent provided in the applicable Extension Amendment, which shall be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in of a Class an integral multiple of $1.0 million and an aggregate principal amount that is not less than $5,000,000 25.0 million (it being understood that or if less, the actual remaining outstanding principal amount thereof provided thereof) (or such lesser minimum amount reasonably approved by the applicable Lenders Administrative Agent) (a “Minimum Extension Condition”). The transactions contemplated by this Section 2.21 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be lower set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other person (other than as set forth in clause (c) of this Section 2.21), and the requirements of any provision of this Agreement (including Section 2.09 and Section 2.16) or any other Loan Document that may otherwise prohibit any such minimum amountExtension or any other transaction contemplated by this Section 2.21 shall not apply to any of the transactions effected pursuant to this Section 2.21.
(c) The consent (such consent not to be unreasonably withheld, delayed or conditioned) of the Administrative Agent shall be required to effectuate any Extension. No consent of any Lender or any other person shall be required to effectuate any Extension, other than the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches in respect of 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 may impose an Extension Minimum Condition in connection with respect the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.21. This Section 2.21 shall supersede any provisions in Section 9.08 to the contrary. For the avoidance of doubt, it is understood that no existing Lenders will have any obligation to commit to any Extension Request, which may be waived by the Borrower in its sole discretionsuch extension.
Appears in 1 contract
Extensions of Term Loans. (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 with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans with a like maturity date) 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 and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans so extended, as well as the original Term Loans 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 extended), so long as the following terms are satisfied: (i)
(1) except as to pricing (including interest rates, fees, funding discounts and prepayment premiums), amortization, maturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (i)(2), (i)(3) and (ii), be set forth in the relevant Extension Offer), the Term Loans of any Term Loan 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 have the same terms, or on terms that are, when taken as a whole, not materially more favorable (as reasonably determined by the Borrower in good faith) to the Extending Term Lenders than the terms and conditions, taken as a whole, applicable to, the tranche of Term Loans subject to such Extension Offer (except with respect to covenants (including any financial maintenance covenant added for the benefit of Extending Term Lenders) and other provisions so long as such covenants or other provisions (x) are also added for the benefit of all then outstanding Term Loans or (y) only become applicable after the Latest Maturity Date of the then outstanding Term Loans at the time of such incurrence of such Extended Term Loans), (2) the Weighted Average Life to Maturity of any Extended Term Loans shall be no less than 91 days longer than the remaining Weighted Average Life to Maturity of the Class extended thereby and (3) 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 of Term Loans hereunder, in each case as specified in the respective Extension Offer (provided, that if the applicable Extending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended), (ii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof), in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Loan Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders have accepted such Extension Offer and (iii) all documentation in respect of such Extension shall be consistent with the foregoing.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.25, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement and (ii) each Extension Offer shall specify the minimum amount of Term Loans to be tendered. The transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (including Sections 2.12 and 2.20) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.25 shall not apply to any of the transactions effected pursuant to this Section 2.25.
(c) No consent of any Lender or any other Person shall be required to effectuate any Extension, other than the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans so extended and such other amendments as may be necessary or appropriate in the opinion of the Administrative Agent and the Borrower to effect the provisions of this Section 2.25 (including in connection with the establishment of such new tranches or sub-tranches, or to provide for class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 9.2(b)). Without limiting the foregoing, in connection with any Extension the respective Loan Parties shall (at their expense), within 90 days of the applicable Extension Amendment (or such later date as may be approved by the Administrative Agent), amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including 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 2.25.
(e) Notwithstanding anything to the contrary above, at any time and from time to time request that all or following the establishment of a portion Class of the Term Loans of one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower may offer any Lender of a Term Loan Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in such Extension Amendment the right to convert all or any portion of its Term Loans into such Class of Extended Term Loans; provided, that (i) such offer and any related acceptance shall provide a notice to be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent Agent; (who shall provide a copy of ii) such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the additional Extended Term Loans to be establishedLoans, which shall (x) shall be on identical as offered to each Lender under such Existing Term Loan Tranche terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable the relevant Lenders) and offered pro rata to each Lender under such Existing with the existing Extended Term Loan Tranche Loans, and (y) be identical with respect to the Term Loans under the Existing Term Loan Tranche from which such any additional Extended Term Loans are intended shall result in proportionate increases to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely otherwise owing with respect to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); , (iii) any Lender which elects to participate in an Extension Facility pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent and the Borrower and (iv) any such additional Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 1.0 million (it being understood that or, in the actual case of an outstanding Class with an entire outstanding principal amount thereof provided by of existing Term Loans less than a $1.0 million that is to be refinanced in full, such outstanding principal amount or commitments), unless each of the applicable Lenders may be lower than such minimum amount) Borrower and the Borrower may impose an Extension Minimum Condition with respect Administrative Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Extension RequestLoans made as provided above shall be treated as part of the Class to which such Loans are added, which may be waived by the Borrower in its sole discretionand shall not constitute a new Class of a new Extended Term Loans.
Appears in 1 contract
Samples: Senior Lien Term Loan Credit Agreement (Forterra, Inc.)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or Lenders of Term Loans with a portion like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of one or more given Classes (with a like maturity date) and on the “Existing Term Loan Tranche”) be amended same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept in their sole discretion the terms contained in such Extension Offers to extend the scheduled Term Loan Maturity Date(s) with respect to the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amendedpursuant to the terms of the relevant Extension Offer (including, “Extended without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension RequestExtension”) setting forth , and each group of Term Loans so extended, as well as the proposed terms of the original Term Loans (not so extended), being a “tranche”; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate tranche of Term Loans under from the Existing tranche of Term Loan Tranche Loans from which such Extended Term Loans are intended to be amendedthey were converted), except that: so long as the following terms are
(i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders, (Bii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in no event shall prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be set forth in the relevant Extension Offer), the Term Loan Maturity Date 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 have the same terms as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan Maturity Date of the Existing Term Loan TrancheDate, (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter less than 180 days longer than the remaining Weighted Average Life to Maturity of the Existing Term Loan Trancheextended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer (and any such mandatory prepayment not accepted by the applicable Extending Term Lenders shall be applied to the non-extended Term Loans amended being extended), (vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans, as the case may be, offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Term Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (each, a “Extension Series”but not to exceed actual holdings of record) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to which such Existing Term Loan Tranche Lenders have accepted such Extension Offer and (viii) all documentation in which case scheduled amortization with respect thereto of such Extension shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that consistent with the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretionforegoing.
Appears in 1 contract
Samples: Second Lien Credit Agreement (SRAM International Corp)
Extensions of Term Loans. (ai) The Borrower may at any time and from time to time request that all or a portion of the each Term Loans Loan of one or more given Classes any Class (the an “Existing Term Loan TrancheClass”) be amended converted or exchanged to extend the scheduled Term Loan Maturity Date(sfinal maturity date(s) of any payment of principal with respect to the all or a portion of any principal amount of such Term Loans of such Existing Term Loan Tranche (any such Term Loans that which have been so amendedextended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.132.17. In order Prior to establish entering into any Extension Agreement with respect to any Extended Term Loans, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Term Loan TrancheClass, with such request offered equally to all such Lenders of such Existing Term Loan Class) (each, an a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other substantially similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under of the Existing Term Loan Tranche Class from which such Extended Term Loans they are intended to be amended, extended except that: that (iw) all or any of the scheduled amortization payments of principal of final maturity date shall be extended, (x)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment premiums with respect to the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms those for the Term Loans of such Existing Term Loan TrancheClass and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; Agreement, (iiiy) subject to the provisions set forth in Section 2.05, the Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) and mandatory prepayment terms as may be agreed between the Borrower and the Lenders thereof and (z) the Extension Amendment Agreement may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date Date. No Lender shall have any obligation to agree to have any of the Extension Amendment (immediately prior to the establishment its Term Loans of such Extended any Existing Term Loans); and (iv) Loan Class converted into Extended Term Loans may have call protection as may be agreed by the Borrower pursuant to any Term Loan Extension Request; provided that assignment and the Lenders thereof; provided, that no participations of Extended Term Loans may shall be optionally prepaid prior governed by the assignments and participation provisions set forth in Section 10.06 (including, without limitation, with respect to the Term Loan Maturity Date any such assignments or participations or other holding of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) interest in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at by Sponsor Permitted Assignees (or Debt Fund Affiliate, as the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans case may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basisbe), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request). Any Extended Term Loans amended pursuant to of any Extension Request Series shall be designated constitute a series (each, a “Extension Series”) separate Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an the Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series Class of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, from which may be waived by the Borrower in its sole discretionthey were extended.
Appears in 1 contract
Samples: Senior Secured Second Lien Credit Agreement (Dynatrace Holdings LLC)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request by the Borrower to all Lenders of any Class of Term Loans, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of the applicable Class) 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 all accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans of the applicable Class and otherwise modify the terms of such Term Loans 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 (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans, and which such extensions shall not be subject to any “no default” requirement, pro forma compliance with any leverage ratio or other financial tests or “most favored nations provisions”) (each, an “Extension,” and each group of Term Loans, as applicable, in each case as so extended, as well as the original Term Loans (in each case not so extended), being a portion separate Class of Term Loans from the Class of Term Loans from which they were converted, and it being understood that an Extension may be in the form of an increase in the amount of any other outstanding Class of Term Loans otherwise satisfying the criteria set forth below), so long as the following terms are satisfied:
(i) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (ii), (iii) and (iv), be determined between the Borrower and set forth in the relevant Extension Offer), the Term Loans of one or more given Classes (the “Existing any Term Loan Tranche”) be amended Lender that agrees to extend the scheduled Term Loan Maturity Date(s) an extension with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, (an “Extending Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the Class of Term Loans subject to such Extension Offer other than with respect to covenants or other provisions applicable to periods after the Latest Maturity Date, (ii) the final maturity date of any Extended Term Loans shall be no earlier than the then latest maturity date hereunder and the -80- #95982248v17
(b) With respect to provide all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that (x) 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 (as applicable) of any or all applicable Classes be tendered and (y) no Class of Extended Term Loans shall be in an amount of less than $10,000,000 (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 transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans 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 2.05, 2.12 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans; provided that any Lender that elects not to agree to such Extension (such Lender being, a “Non-Extending Lender”) may be replaced by the Borrower pursuant to Section 3.06. All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Parents and the Borrower as may be necessary in order to establish new Classes in respect of 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 Classes, in each case on terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion2.15.
Appears in 1 contract
Samples: Credit Agreement (Utz Brands, Inc.)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or Lenders of Term Loans with a portion like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of one or more given Classes (with a like Maturity Date) and on the “Existing Term Loan Tranche”) be amended 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 scheduled Term Loan Maturity Date(s) with respect to the Date of each such Lender’s Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension RequestExtension”) setting forth , and each group of Term Loans so extended, as well as the proposed terms of the original Term Loans not so extended, being a “tranche”). Any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate tranche of Term Loans under from the Existing tranche of Term Loan Tranche Loans from which such Extended Term Loans they were converted, so long as the following terms are intended to be amended, except thatsatisfied: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to the Lenders; (ii) except as to pricing (interest rate, fees, funding discounts and prepayment premiums) and maturity (B) which shall be set forth in no event shall the Term Loan Maturity Date of any Extended relevant Extension Offer), the Term Loans of a given any Lender that agrees to an Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in (an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount“Extending Term Lender”) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion.extended pursuant to
Appears in 1 contract
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request by the Borrower to all Lenders of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that all shall have accepted such offer extend the maturity date of any Term Loans and otherwise modify the terms of such Term Loans of such Lender 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 and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the original Term Loans not so extended, being a portion “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of one or more given Classes any Term Lender (the an “Existing Extending Term Loan TrancheLender”) be amended extended pursuant to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche any Extension (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other shall have the same terms consistent with this Section 1.13. In order to establish any Extended Term Loans, as the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy tranche of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans subject to be establishedsuch Extension Offer, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the then Latest Maturity Date and the amortization schedule applicable to Term Loans pursuant to Section 2.11(a) for periods prior to the Original Term Loan Maturity Date of the Existing Term Loan Tranchemay not be increased, (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary repayments or mandatory prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective applicable Extension Request. Any Extended Offer, (vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) If, at the time any Extension Request shall be designated a series (eachbecomes effective, a “Extension Series”) not all of Extended the Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, were subject to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to Offer shall have been extended (such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended non-extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension, the “Non-Extended Term Loans”), then if the “effective interest rate” (which, for this purpose, shall be reasonably determined by the Administrative Agent and shall take into account any interest rate floors or similar devices and be deemed to include (without duplication) all fees, including up front or similar fees or original issue discount (amortized over the shorter of (x) the life of such new Extended Term Loans and (y) the four years following the date of the respective Extension) payable to Lenders with such new Extended Term Loans, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant extending Lenders) in respect of such new Extended Term Loans shall at any time (over the life of such new Extended Term Loans) exceed the “effective interest rate” applicable to the applicable Non-Extended Term Loans by more than 1.00% (determined on the same basis as provided in the first parenthetical in this sentence), then the Applicable Margin applicable to such Non-Extended Term Loans shall be increased to the extent necessary so that at all times thereafter such Non-Extended Term Loans do not receive less “effective interest rate” than the “effective interest rate” applicable to such new Extended Term Loans minus 1.00%.
(c) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.21, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12 or 2.13 and (ii) no Extension RequestOffer is required to be in any minimum amount or any minimum increment, which 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 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 2.21 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on 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 2.12, 2.13, 2.14 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.21.
(d) The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of 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 its sole discretionconnection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.21. Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.21(d) and, if either the Administrative Agent or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent).
(e) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 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, 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 2.21.
(f) This Section 2.21 shall supersede any provisions in Section 2.14, 2.15 or 10.08 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Gym-Card, LLC)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request by the Borrower to all Lenders of any Class of Term Loans on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of the applicable Class) 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 all accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans of the applicable Class and otherwise modify the terms of such Term Loans 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 (and related outstandings), modifying the amortization schedule in respect of such Lender’s Term Loans and/or modifying any prepayment premium or call protection in respect of such Lender’s Term Loans) (each, an “Extension,” and each group of Term Loans in each case as so extended, as well as the original Term Loans (in each case not so extended), being a portion separate Class of Term Loans from the Class of Term Loans from which they were converted, it being understood that an Extension may be in the form of an increase in the amount of any outstanding Class of Term Loans otherwise satisfying the criteria set forth below), so long as the following terms are satisfied:
(i) [reserved];
(ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of one or more given Classes (the “Existing any Term Loan Tranche”) be amended Lender that agrees to extend the scheduled Term Loan Maturity Date(s) an extension with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, extended pursuant to any Extension (“Extended Term Loans”) and to provide for other shall have the same terms consistent with this Section 1.13. In order to establish any Extended Term Loans, as the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy Class of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans subject to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; Offer;
(iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, and the maturity of any Extended Term Loans shall not be shorter than the maturity of the Term Loans extended thereby;
(D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Eiv) any Extended Term Loans may participate (x) on a pro rata basis, greater than pro rata or a less than pro rata basis in any voluntary repayments or prepayments hereunder and (y) on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer;
(v) if the aggregate principal amount of the Class of Term Loans amended (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans of such Class, as the case may be, offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Class of such Term Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (each, a “Extension Series”but not to exceed actual holdings of record) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to which such Existing Term Loan Tranche Lenders have accepted such Extension Offer;
(vi) all documentation in which case scheduled amortization with respect thereto of such Extension shall be proportionately increased). Each request for an consistent with the foregoing; and
(vii) any applicable Minimum Extension Series of Extended Condition shall be satisfied unless waived by the Borrower and no Lender shall be obligated to extend its Term Loans proposed unless it so agrees.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be incurred under this Section 1.13 shall be in an aggregate principal any minimum amount or any minimum increment, provided that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which 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 of any or all applicable Classes be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on 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 2.05, 2.12 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Loan Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize and direct the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Classes in respect of 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 its sole discretionconnection with the establishment of such new Classes, in each case on terms consistent with this Section 2.15 (and to the extent any such amendment is consistent with the terms of this Section 2.15 (as reasonably determined by the Borrower), the Administrative Agent shall be deemed to have consented to such amendment, and no such consent of the Administrative Agent shall be necessary to have such amendment become effective).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (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 2.15; provided that, failure to give such notice shall in no way affect the effectiveness of any amendment entered into to effectuate such Extension in accordance with this Section 2.15.
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Extensions of Term Loans. (a) The Parent Borrower (with respect to the New Term A Loans and New Term B Loans) and the Lux Borrower (with respect to the Euro Term Loans) may at any time and from time to time request that all or a portion of the a Term Loans of one or more given Classes Loan Class (the an “Existing Term Loan TrancheClass”) be amended converted to extend the scheduled Term Loan Maturity Date(smaturity date(s) of any payment of principal with respect to the Term Loans all or a portion of any principal amount of such Existing Term Loan Tranche Class (any such Term Loans that which have been so amendedconverted, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.132.8. In order to establish any Extended Term Loans, the applicable Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Term Loan TrancheClass) (each, an “Extension Request”) setting forth the proposed terms of the
(A) the Extended Term Loans interest margins with respect to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any class of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates higher or lower than the scheduled amortization payments interest margins for the Existing Class of principal of the Euro Term Loans, New Term A Loans of such Existing or New Term Loan Tranche, B Loans from which they were converted and/or (B) additional fees may be payable to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Lenders providing such Extended Term Loans hereunder that have more than three in addition to or in lieu of any increased margins contemplated by the preceding clause (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan TrancheA), in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely . No Lender shall have any obligation to agree to have any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment its Term Loans of such Extended Term Loans); and (iv) any Existing Class converted into Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior pursuant to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended of any Extension Series shall constitute a separate Class of Term Loans from the Existing Class from which they were converted.
(b) The applicable Borrower shall provide the applicable Extension Request at least ten Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) prior to the date on which Lenders under the applicable Existing Class or Existing Classes are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Existing Class or Existing Classes of Term Loans subject to such Extension Request converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of the Existing Class or Existing Classes of Term Loans subject to such Extension Request that it has elected to convert into Extended Term Loans. In the event that the aggregate amount of the Existing Class or Existing Classes subject to Extension Elections exceeds the amount of Euro Term Loans, New Term A Loans or New Term B Loans, as applicable, requested to become Extended Term Loans pursuant to any the Extension Request Request, such Existing Class or Existing Classes shall be designated converted to Extended Term Loans on a series pro rata basis across Extending Lenders based on the amount of such Euro Term Loans, New Term A Loans or New Term B Loans included in each such Extension Election.
(each, a c) Extended Term Loans shall be established pursuant to an amendment (an “Extension SeriesAmendment”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.8(c) and notwithstanding anything to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans established thereby) executed by the applicable Obligors of such Extended Term Loans, the Administrative Agent and the applicable Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 25,000,000. In addition to any terms and changes required or permitted by Section 2.8(a), each Extension Amendment shall amend the scheduled amortization payments pursuant to Section 3.1.1 with respect to the Existing Class from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for such Existing Class in the same proportion as the amount of the Existing Class that is to be converted pursuant to such Extension Amendment (it being understood that the actual amount of any principal repayment amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition payable with respect to any individual Term Loan of such Existing Class that is not an Extended Term Loan shall not be reduced as a result thereof). In connection with any Extension RequestAmendment, which may be waived Lux Borrower (in the case of an extension of Euro Term Loans) and the Parent Borrower (in the case of an extension of New Term A Loans or New Term B Loans) shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent, if reasonably requested by the Borrower Administrative Agent.
(d) Notwithstanding anything to the contrary contained in its sole discretionthis Agreement, on any date on which any Existing Class is converted to extend the related scheduled maturity date(s) in accordance with Section 2.8(a) (an “Extension Date”), the aggregate principal amount of existing Euro Term Loans, New Term A Loans or New Term B Loans, as applicable, of each Extending Lender shall be deemed reduced by an amount equal to the aggregate principal amount of Euro Term Loans, New Term A Loans or New Term B Loans, as applicable, that are so converted to Extended Term Loans by such Lender on such date.
(e) This Section 2.8 shall supersede any provisions in Section 10.1 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Hanesbrands Inc.)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or Lenders of Loans of any Class on a portion pro rata basis (based on the aggregate outstanding principal amount of the respective Term B Loans of one or more given Classes (with a like maturity date) and on the “Existing Term Loan Tranche”) be amended 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 scheduled Term Loan Maturity Date(s) with respect to the Term maturity date of each such Lender’s Loans of such Existing Term Loan Tranche (any Class and otherwise modify the terms of such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice pursuant to the Administrative Agent terms of the relevant Extension Offer (who shall provide a copy including, without limitation, by increasing the interest rate or fees payable in respect of such notice to each Loans and/or modifying the amortization schedule in respect of the Lenders under the applicable Existing Term Loan Tranchesuch Lender’s Loans) (each, an “Extension RequestExtension”) setting forth ), so long as the proposed following terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except thatsatisfied: (i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an the Extension Request Offer is delivered to the Lenders, (Bii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in no event prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined between the Borrower and the applicable Lenders and set forth in the relevant amendment to the Loan Documents providing for such Extended Term Loans (an “Extension Amendment”)), the Loans of any Lender that agrees to an extension with respect to such Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the Term Loan Maturity Date same terms as the Class of Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan Maturity Date final maturity date of the Existing Term Loan Trancheexisting Class of Loans, (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Trancheexisting Class of Loans, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Amendment, (vi) if the aggregate principal amount of Loans amended (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Loans of such Lenders shall be designated a series (each, a “Extension Series”) extended ratably up to such maximum amount based on the respective principal amounts of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to which such Existing Term Loan Tranche Lenders, have accepted such Extension Offer, (vii) all documentation in which case scheduled amortization with respect thereto of such Extension shall be proportionately increased). Each request consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent.
(b) With respect to all Extensions consummated by the BorrowersBorrower pursuant to this Section 2.20, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for an purposes of Section 2.5 or 2.6 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that (x) 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 Loans of any Class be tendered and (y) no Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not of less than $5,000,000 50,000,000 (it being understood that the actual principal amount thereof provided “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the applicable Administrative Agent. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.20 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be lower than such minimum amountset forth in the relevant Extension Offer) and hereby waive the Borrower requirements of any provision of this Agreement (including, without limitation, Sections 2.5, 2.6, 2.11 and 10.1) or any other Loan Document that may impose an otherwise prohibit any such Extension Minimum Condition or any other transaction contemplated by this Section 2.20.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension Amendment, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term B Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Request, which Amendment with the Borrower as may be waived by necessary in order to establish Extended Term Loans.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent and the Lenders of the applicable Class at least five (5) Business Days’ 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 its sole discretioneach case acting reasonably to accomplish the purposes of this Section.
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Extensions of Term Loans. (a1) The Borrower may at any time and from time Extension Offers. PursuantExcept as contemplated by Section 2.20(5) below, pursuant to time request that all or a portion of the Term Loans of one or more given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) offers (each, an “Extension RequestOffer”) setting forth made from time to time by the proposed terms BorrowerBorrowers to all Lenders of the Extended Term Loans to be establishedwith a like Maturity Date, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to BorrowerBorrowers may extend the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at and otherwise modify the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal terms of Term Loans hereunder pursuant to the terms set forth in the relevant Extension Offer (each, an “Extension,” and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments each group of Term Loans hereunderso extended, in each case as specified in well as the respective Extension Request. Any Extended original Term Loans amended pursuant to any Extension Request shall be designated a series (eachnot so extended, being a “tranche”). Each Extension Series”) Offer will specify the minimum amount of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series Offer may be accepted, which will be an integral multiple of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in $1.0 million and an aggregate principal amount that is not less than $5,000,000 125.0 million (it being understood that or (a) if less, the actual aggregate principal amount thereof provided of such Term Loans or (b) such lesser minimum amount as is approved by the applicable Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed), and will be made on a pro rata basis to all Lenders may be lower than such minimum amountof Term Loans with a like Maturity Date. If the aggregate outstanding principal amount of Term Loans (calculated on the face amount thereof) and the Borrower may impose in respect of which Lenders have accepted an Extension Minimum Condition Offer exceeds the maximum aggregate principal amount of Term Loans offered to be extended pursuant to an Extension Offer, then the Term Loans of such Lenders will be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer. There is no requirement that any Extension Request, which may Offer or Extension Amendment (defined as follows) be waived subject to any “most favored nation” pricing provisions. Each Lender accepting an Extension Offer is referred to herein as an “Extending Term Lender,” and the Term Loans held by the Borrower in its sole discretionsuch Lender accepting an Extension Offer is referred to herein as “Extended Term Loans.”
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Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or Lenders of Term Loans with a portion like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term BACK Loans of one or more given Classes (with the “Existing Term Loan Tranche”same Maturity Date) be amended and on the same terms to each such Lender, the Borrower may from time to time offer to extend the scheduled Term Loan Maturity Date(s) with respect to the maturity date for any Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans that have been so amendedpursuant to the terms of the relevant Extension Offer (including, “Extended without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension RequestExtension,” and each group of Term Loans as so extended, as well as the original Term Loans (not so extended), being a “Class”) setting forth the proposed terms of the ; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate Class of Term Loans under from the Existing Class of Term Loan Tranche Loans from which such Extended Term Loans they were converted), so long as the following terms are intended to be amended, except that: satisfied:
(i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request Offer is delivered to Lendersthe Lenders or at the time of the Extension;
(ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (Biv) and (v), be determined by the Borrower and set forth in no event shall the relevant Extension Offer), the Term Loan Loans of any Term Lender (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the Class of Term Loans subject to such Extension Offer;
(iii) the final maturity date for any Extended Term Loans shall be no earlier than the then latest Maturity Date for Term Loans hereunder and the amortization schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to the applicable Maturity Date may not be increased;
(iv) the weighted average life to maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Existing Term Loan Tranche, Loans extended thereby;
(D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer;
(vi) if the aggregate principal amount of applicable Term Loans amended (calculated on the face amount thereof) in respect of which applicable Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Term Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the applicable Term Loans of the applicable Term Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (each, a “Extension Series”but not to exceed actual holdings of record) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to which such Existing Term Loan Tranche Lenders have accepted such Extension Offer;
(vii) all documentation in which case scheduled amortization with respect thereto of such Extension shall be proportionately increased). Each request for consistent with the foregoing,
(viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower shall deliver to the Administrative Agent a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension Series and executed by an authorized officer of Extended Term Loans proposed such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02(a) and (b) shall be satisfied (with all references in such Section to any Borrowing being deemed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that references to the actual principal amount thereof provided by Extension on the applicable Lenders may be lower than such minimum amountdate of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Responsible Officer of the Borrower; and
(ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower may impose an Extension Minimum Condition with in its sole discretion.
(b) With respect to any all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) the Extension Request, Offer shall contain a condition to consummating the Extension (which may be waived by the Borrower in its sole discretion) that at least 50% of Term Loans of any or all applicable Classes be tendered, unless BACK another amount is agreed to by the Administrative Agent in its sole discretion (a “Minimum Extension Condition”). The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on 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 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15. Notwithstanding anything to the contrary contained herein, no Lender shall be obligated to provide any Extended Term Loans unless it so agrees.
(c) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Classes in respect of 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 Classes, in each case on terms consistent with this Section 2.15 and without the consent of any other party. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage or Canadian Mortgage that has a maturity date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.15.
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Samples: Credit Agreement (Cenveo, Inc)
Extensions of Term Loans. (a) The Borrower may at any time and from time to time after the Second Phase Closing Date request that all or a portion of the Term Loans outstanding at the time of one or more given Classes such request (the any such Term Loans, “Existing Term Loan TrancheLoans”) be amended converted to extend the scheduled Term Loan Maturity Date(s) final maturity date of any payment of principal with respect to the all or a portion of any principal amount of such Term Loans of such Existing Term Loan Tranche (any such Term Loans that which have been so amendedconverted, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.132.06 (Extensions of Term Loans). In order Prior to establish entering into any Extension Amendment with respect to any Extended Term Loans, the Borrower shall provide a written notice to the Administrative Intercreditor Agent and the Term Loan Facility Agent (who shall provide a copy of such notice to each of the Term Lenders under of the applicable Existing Term Loan TrancheLoans and which such request shall be offered equally to all such Term Lenders) (each, an a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Existing Term Loans, except that (i) the Extended Term Loans under may constitute a separate class of Term Loans than the Existing Term Loan Tranche from which Loans and may have distinct voting rights with respect to such Extended Term Loans are intended to class, (ii) the scheduled final maturity date shall be amended, except that: (i) extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of the such Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 3.01(a) (Repayment of such Term Loan Borrowings) with respect to the Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Loans from which such Extended Term Loans hereunder that have were extended, in each case as more particularly set forth in Section 2.06(c) below) (provided that, for the avoidance of doubt, the weighted average life to maturity of such Extended Term Loans shall be no shorter than three the weighted average life to maturity of the Existing Term Loans), (3iii) different Term Loan Maturity Dates; (iiA) the economic terms of interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms those for the Existing Term Loans and/or (B) additional fees and/or premiums may be payable to the Term Lenders providing such Extended Term Loans in addition to or in lieu of such Existing Term Loan Trancheany of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) (A) the Extended Term Loans may have call protection and prepayment premiums related to optional prepayment terms as may be agreed by between the Borrower and the Term Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred thereof and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate with the Existing Term Loans on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in may be agreed between the respective Extension RequestBorrower and the Term Lenders thereof. Any No Term Lender shall have any obligation to agree to have any of its Term Loans converted into Extended Term Loans amended pursuant to any Term Loan Extension Request and no such refusal shall be designated a series (each, a “Extension Series”) in and of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and itself entitle the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion.exercise rights under Section 3.2 (
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Extensions of Term Loans. (a) The Borrower may at any time and from time to time after the Closing Date request that all or a portion of the Term Loans outstanding at the time of one or more given Classes such request (the any such Term Loans, “Existing Term Loan TrancheLoans”) be amended converted to extend the scheduled Term Loan Maturity Date(s) final maturity date of any payment of principal with respect to the all or a portion of any principal amount of such Term Loans of such Existing Term Loan Tranche (any such Term Loans that which have been so amendedconverted, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.132.06 (Extensions of Term Loans). In order Prior to establish entering into any Extension Amendment with respect to any Extended Term Loans, the Borrower shall provide a written notice to the Administrative Intercreditor Agent and the Term Loan Facility Agent (who shall provide a copy of such notice to each of the Term Lenders under of the applicable Existing Term Loan TrancheLoans and which such request shall be offered equally to all such Term Lenders) (each, an a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Existing Term Loans, except that (i) the Extended Term Loans under may constitute a separate class of Term Loans than the Existing Term Loan Tranche from which Loans and may have distinct voting rights with respect to such Extended Term Loans are intended to class, (ii) the scheduled final maturity date shall be amended, except that: (i) extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of the such Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 3.01(a) (Repayment of such Term Loan Borrowings) with respect to the Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Loans from which such Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranchewere extended, in each casecase as more particularly set forth in Section 2.06(c) below) (provided that, for the avoidance of doubt, the weighted average life to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment maturity of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Existing Term Loan TrancheLoans), (Diii) all documentation in (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect of such Extension Amendment shall be consistent with to the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less be different than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of those for the Existing Term Loans hereunder and on a pro rata basis or less than a pro rata basis and/or (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall B) additional fees and/or premiums may be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, payable to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion.providing such
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Extensions of Term Loans. (a) a. The Borrower Borrowers may at any time and from time to time request that all or a portion of the each Term Loans Loan of one or more given Classes any Class (the an “Existing Term Loan TrancheClass”) be amended converted or exchanged to extend the scheduled Term Loan Maturity Date(sfinal maturity date(s) of any payment of principal with respect to the all or a portion of any principal amount of such Term Loans of such Existing Term Loan Tranche (any such Term Loans that which have been so amendedextended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.132.17. In order Prior to establish entering into any Extension Agreement with respect to any Extended Term Loans, the Borrower Borrowers shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Term Loan TrancheClass, with such request offered equally to all such Lenders of such Existing Term Loan Class) (each, an a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other substantially similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under of the Existing Term Loan Tranche Class from which such Extended Term Loans they are intended to be amended, extended except that: that (iw) all or any of the scheduled amortization payments of principal of final maturity date shall be extended, (x)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment premiums with respect to the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms those for the Term Loans of such Existing Term Loan TrancheClass and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; Agreement, (iiiy) subject to the provisions set forth in Section 2.05, the Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) and mandatory prepayment terms as may be agreed between the Borrowers and the Lenders thereof and (z) the Extension Amendment Agreement may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date Date. No Lender shall have any obligation to agree to have any of the Extension Amendment (immediately prior to the establishment its Term Loans of such Extended any Existing Term Loans); and (iv) Loan Class converted into Extended Term Loans may have call protection as may be agreed by the Borrower pursuant to any Term Loan Extension Request; provided that assignment and the Lenders thereof; provided, that no participations of Extended Term Loans may shall be optionally prepaid prior governed by the assignments and participation provisions set forth in Section 10.06 (including, without limitation, with respect to the Term Loan Maturity Date any such assignments or participations or other holding of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) interest in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at by Sponsor Permitted Assignees (or Debt Fund Affiliate, as the time of establishment thereof be earlier than the Term Loan Maturity Date of the Existing Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans case may participate on a pro rata basis or less than (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basisbe), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request). Any Extended Term Loans amended pursuant to of any Extension Request Series shall be designated constitute a series (each, a “Extension Series”) separate Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an the Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series Class of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, from which may be waived by the Borrower in its sole discretionthey were extended.
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Samples: Senior Secured Second Lien Credit Agreement (Project Angel Parent, LLC)
Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request by the Borrower to all Lenders of Term Loans of any Class on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that all shall have accepted such offer extend the maturity date of any Term Loans and otherwise modify the terms of such Term Loans of such Lender 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 and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”; any Extended Term Loans shall constitute a portion separate Class of Term Loans from the Class of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of one or more given Classes any Lender (the an “Existing Term Loan TrancheExtending Lender”) be amended extended pursuant to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche any Extension (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other shall have the same terms consistent with this Section 1.13. In order to establish any Extended Term Loans, as the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy Class of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans subject to be established, which shall such Extension Offer (except for (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring covenants or other similar fees payable in connection therewith that are not generally shared with all provisions contained therein applicable Lenders) and offered pro rata only to each Lender under such Existing periods after the then latest Maturity Date of any Term Loan Tranche Loans hereunder and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans additional covenants or other provisions that are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the benefit of all then outstanding Term Loans of such Existing Term Loan TrancheLoans), in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan Maturity Date final maturity date of the Existing Class of Term Loan TrancheLoans subject to such Extension Offer and the amortization schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to such final maturity date of the Class of Term Loans subject to such Extension Offer may not be increased, (Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary repayments or mandatory prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective applicable Extension Request. Any Extended Offer, (vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (each, a “Extension Series”but not to exceed actual holdings of record) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to which such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Lenders have accepted such Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount that is not less than $5,000,000 Offer (it being understood that the actual principal amount thereof provided terms of any Extension Offer may require a Lender to submit all of its Term Loans of the relevant Class in the Extension Offer to participate in such Extension), (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable minimum extension condition required by the applicable Lenders may Borrower shall be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be satisfied unless waived by the Borrower and, (ix) the interest rate margin applicable to any Extended Term Loans will be determined by the Borrower and the lenders providing such Extended Term Loans and (x) any other applicable condition required by the Borrower shall be satisfied in its sole discretionconnection with such Extension Offer, including in connection with a Conditional Extension Offer.
(b) With respect to all Extensions consummated by the Borrower pursuant to Section 2.16(a), (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) there shall be not more three classes of Extended Term Loans outstanding at any time.
(c) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.
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Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request by the Borrower to all Lenders of any Class of Term Loans, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of the applicable Class) 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 all accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans of the applicable Class and otherwise modify the terms of such Term Loans 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 (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans, and which such extensions shall not be subject to any “no default” requirement, pro forma compliance with any leverage ratio or other financial tests or “most favored nations provisions”) (each, an “Extension,” and each group of Term Loans, as applicable, in each case as so extended, as well as the original Term Loans (in each case not so extended), being a portion separate Class of Term Loans from the Class of Term Loans from which they were converted, and it being understood that an Extension may be in the form of an increase in the amount of any other outstanding Class of Term Loans otherwise satisfying the criteria set forth below), so long as the following terms are satisfied: (i) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (ii), (iii) and (iv), be determined between the Borrower and set forth in the relevant Extension Offer), the Term Loans of one or more given Classes (the “Existing any Term Loan Tranche”) be amended Lender that agrees to extend the scheduled Term Loan Maturity Date(s) an extension with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, extended pursuant to any Extension (“Extended Term Loans”) and to provide for other shall have the same terms consistent with this Section 1.13. In order to establish any Extended Term Loans, as the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy Class of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans subject to be established, which shall (x) be identical as offered such Extension Offer other than with respect to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring covenants or other similar fees payable in connection therewith that are not generally shared with all provisions applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to periods after the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amendedLatest Maturity Date, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective final maturity date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Term Loan Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the then latest maturity date hereunder and the amortization schedule applicable to Term Loan Loans pursuant to Section 2.07 for periods prior to the Maturity Date of the Existing for Term Loan TrancheLoans may not be increased, (Ciii) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan TrancheLoans extended thereby, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Eiv) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer, (v) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof), as the case may be, in respect of which Term Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans, as the case may be, offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans, as the case may be, of such Term Lenders, as the case may be, shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (each, a “Extension Series”but not to exceed actual holdings of record) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to which such Existing Term Loan Tranche Lenders, as the case may be, have accepted such Extension Offer, (vi) all documentation in which case scheduled amortization with respect thereto of such Extension shall be proportionately increased)consistent with the foregoing, (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (viii) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. Each request for an Extension Series of Extended No Lender shall be obligated to extend its Term Loans proposed unless it so agrees. #95787455v10
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be incurred under this Section 1.13 shall be in an aggregate principal any minimum amount or any minimum increment, provided that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amountx) and the Borrower may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, which 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 (as applicable) of any or all applicable Classes be tendered and (y) no Class of Extended Term Loans shall be in an amount of less than $10,000,000 (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 transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans 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 2.05, 2.12 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans; provided that any Lender that elects not to agree to such Extension (such Lender being, a “Non-Extending Lender”) may be replaced by the Borrower pursuant to Section 3.06. All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Classes in respect of 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 its sole discretionconnection with the establishment of such new Classes, in each case on terms consistent with this Section 2.15.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (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 2.15.
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Extensions of Term Loans. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request that by the Borrower to all or a portion Lenders of the any Class of Term Loans with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of one or more given Classes (such Term Loans) and on the “Existing Term Loan Tranche”) be amended 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 scheduled Maturity Date of each such Lender’s Term Loan Maturity Date(s) with respect Loans and otherwise modify the terms of such Term Loans, subject to the Term Loans provisions below, pursuant to the terms of such Existing Term Loan Tranche the relevant Extension Offer (any including by increasing the fees (other than fees on undrawn amounts) payable in respect of such Term Loans that have been so amended, “Extended Term Loans”) (and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Trancherelated outstandings) (each, an “Extension RequestExtension”) setting forth , and each group of Term Loans, in each case as so extended, as well as the proposed terms of the original Initial Term Loans (in each case not so extended), being a “tranche”; any Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all applicable Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the constitute a separate tranche of Term Loans under from the Existing tranche of Term Loan Tranche Loans from which such Extended Term Loans they were converted), so long as the following terms are intended to be amended, except that: satisfied:
(i) all no Default or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Term Loans hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans may be optionally prepaid prior to the Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Request Offer is delivered to Lendersthe Lenders or at the time of the effectiveness of the Extension;
(ii) except as to interest rates, fees, amortization, final Maturity Date, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iii), (Biv) and (v), be determined between the Borrower and set forth in no event shall the relevant Extension Offer), the Term Loan 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 have the same terms as the tranche of Term Loans subject to such Extension Offer;
(iii) the final Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no earlier than the Term Loan Latest Maturity Date of the Existing Term Loan Tranche, Loans extended thereby;
(Civ) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche, Loans extended thereby;
(D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (Ev) 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 repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Offer;
(vi) if the aggregate principal amount of Term Loans amended (calculated on the face amount thereof), in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to any such Extension Request Offer, then the Term Loans of such Term Lenders shall be designated a series extended ratably up to such maximum amount based on the respective principal amounts (eachbut not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer;
(vii) all documentation in respect of such Extension shall be consistent with the foregoing, a “Extension Series”) and the covenants and events of Extended Term Loans for all purposes of this Agreement; provided that default applicable to any Extended Term Loans amended from an Existing Term Loan Tranche mayshall be substantially identical to, or, taken as a whole, no more favorable to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to Lenders providing such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed than those applicable to be incurred under this Section 1.13 the Term Loans subject to such Extension Offer;
(viii) the Extended Term Loans are not secured by any assets or property that does not constitute Collateral, and are not guaranteed by any Subsidiary of Holdings that is not a Subsidiary Guarantor; and
(ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute payments or prepayments for purposes of Section 2.03 and (ii) shall be in an integral multiple of $1.0 million and in an aggregate principal amount that is not less than $5,000,000 (it being understood 10.0 million, provided that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an at its election specify as a condition (a “Minimum Extension Minimum Condition with respect Condition”) to consummating any such Extension Request, that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower, but not less than $10.0 million) of Term Loans of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer (which shall be consistent with the foregoing provisions of this Section 2.13)) and hereby waive the requirements of any provision of this Agreement (including Sections 2.03, 2.11 and 9.01) or any other Loan Document that may otherwise prohibit or conflict with any such Extension or any other transaction contemplated by this Section.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Loan Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary in the reasonable opinion of the Administrative Agent and the Borrower in its sole discretionconnection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (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 regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the 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 2.13.
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