Common use of REQUEST FOR EXTENSION OF MATURITY DATE Clause in Contracts

REQUEST FOR EXTENSION OF MATURITY DATE. The Borrowers may, on not more than the two occasions described below, provided that no Default or Event of Default has occurred and is continuing, by written notice to the Administrative Agent given not less than sixty (60) days prior to (x) the first anniversary of the Closing Date request that the initial Maturity Date be extended to the date which is one year after the initial Maturity Date and (y) the second anniversary of the Closing Date request that the then effective Maturity Date be extended to the date which is one year after the then effective Maturity Date. The Administrative Agent shall notify the Lenders of such request promptly after receipt with reasonable time for the Lenders to respond to such request, and request each Lender to notify the Administrative Agent of its determination to consent or not to consent to the applicable extension. Each Lender which makes a determination not to consent to the extension of the then effective Maturity Date on or before the thirtieth day prior to the first anniversary or the second anniversary, as applicable, of the Closing Date shall notify the Administrative Agent of such determination by the thirtieth day prior to the applicable anniversary of the Closing Date. A Lender's failure to respond within the foregoing time period shall not be deemed to be a consent by such Lender to the extension of the then effective Maturity Date. The Borrowers may take the actions permitted by Section 5.12 to replace any Lender that fails to agree to the relevant extension. If all of the Lenders (including the Replacement Lender, if applicable) consent to the relevant extension by so notifying the Administrative Agent in writing on the applicable anniversary of the Closing Date, the then effective Maturity Date shall be extended for one year, and the definition of Maturity Date shall be deemed to reflect the applicable extension for all purposes hereof.

REQUEST FOR EXTENSION OF MATURITY DATE. The Borrowers may, on not more than the two occasions described belowone occasion, provided that no Default or Event of Default has occurred and is continuing, by written notice to the Administrative Syndication Agent given not less than sixty (60) days prior to (x) the first anniversary of the Closing Date request that the initial Maturity Date be extended to the date which is one year after the initial Maturity Date and (y) the second anniversary of the Closing Date request that the then effective Maturity Date be extended to the date which is one year after the then effective Maturity Date. The Administrative Syndication Agent shall notify the Lenders of such request promptly after receipt with reasonable time for the Lenders to respond to such requestreceipt, and request each Lender to notify the Administrative Syndication Agent of its determination to consent or not to consent to the applicable such extension. Each Lender which makes a determination not to consent to the extension of the then effective initial Maturity Date on or before the thirtieth day prior to the first anniversary or the second anniversary, as applicable, of the Closing Date shall notify the Administrative Syndication Agent of such determination by the thirtieth day prior to the applicable first anniversary of the Closing Date. A Lender's failure to respond within the foregoing time period shall not be deemed to be a consent by such Lender to the extension of the then effective Maturity Date. The Borrowers may take the actions permitted by Section ss. 5.12 to replace any Lender that fails to agree to the relevant such extension. If all of the Lenders (including the Replacement LenderBank, if applicable) consent to the relevant extension by so notifying the Administrative Syndication Agent in writing on the applicable first anniversary of the Closing Date, the then effective Maturity Date shall be extended for one year, and the definition of Maturity Date shall be deemed to reflect the applicable such extension for all purposes hereof.

REQUEST FOR EXTENSION OF MATURITY DATE. The Borrowers Borrower may, on not more than the two occasions described belowone occasion, provided that no Default or Event of Default has occurred and is continuing, by written notice to the Administrative Agent given not less than sixty (60) days prior to (x) the first anniversary of the Closing Date on or before October 21, 2004, request that the initial Maturity Date be extended to the a specified date which is one year after the initial Maturity Date and (y) the second anniversary of the Closing Date request that the then effective Maturity Date be extended to the date which is one year after the then effective Maturity Datenot later than June 21, 2007. The Administrative Agent shall notify the Lenders of such request promptly after receipt with reasonable time for the Lenders to respond to such requestreceipt, and request each Lender to notify the Administrative Agent of its determination to consent or not to consent to the applicable such extension. Each Lender which makes a determination not to consent to the extension of the then effective initial Maturity Date on or before the thirtieth day prior to the first anniversary or the second anniversaryNovember 21, as applicable, of the Closing Date 2004 shall notify the Administrative Agent of such determination by the thirtieth day prior to the applicable anniversary of the Closing DateNovember 21, 2004. A Lender's failure to respond within the foregoing time period shall not be deemed to be a consent by such Lender to the extension of the then effective Maturity Date. The Borrowers Borrower may take the actions permitted by Section 5.12 4.12 to replace any Lender that fails to agree to the relevant such extension. If all Lenders with aggregate Commitment Amounts of the Lenders no less than $500,000,000 and no more than $700,000,000 (including the Replacement LenderLenders and any new Lenders, if applicable) consent to the relevant extension by so notifying the Administrative Agent in writing on the applicable anniversary of the Closing Dateor before January 31, 2005, the then effective Maturity Date shall be extended for one yearextended, effective as of the Extension Effective Date, to the date requested by the Borrower in its notice but in any event not later than June 21, 2007, and the definition of Maturity Date shall be deemed to reflect the applicable such extension for all purposes hereof; PROVIDED that as of the Extension Effective Date, (a) any Lender who does not consent to such extension shall have its Revolving Credit Loan and all other amounts due hereunder and under the other Loan Documents repaid and its Commitment terminated, (b) the Total Commitment shall be reduced by the corresponding amount of the aggregate Commitment Amounts of any Lenders who do not consent to the extension, (c) the Total Commitment shall be increased by the corresponding amount of additional funding committed to by existing Lenders and/or new Lenders acceptable to the Agent; PROVIDED that the Total Commitment shall not exceed $700,000,000, (d) if the Total Commitment is reduced or increased, the Commitment Percentages of the Lenders who consent to the extension shall be correspondingly adjusted, (e) if the Total Commitment is reduced or increased, SCHEDULE 1 shall be automatically amended to reflect the reduced or increased Total Commitment, as applicable, and the corresponding changes to each consenting Lender's Commitment Percentage, (f) each new Lender shall make all (if any) such payments to the other Lenders as may be necessary to result in the Loans made by such new Lender being equal to such new Lender's Commitment Percentage of all Loans outstanding to the Borrower as of such date, (g) each new Lender shall have executed and delivered to the Agent an instrument of accession in form and substance satisfactory to the Agent, and (h) Notes shall be issued or amended and such other changes shall be made to the Loan Documents, as shall be necessary to reflect any such increase or decrease in the Total Commitment." (c) Section 25.1 of the Credit Agreement is hereby amended by inserting the following sentence at the end of Section 25.1: "Notwithstanding anything herein to the contrary, the Borrower, each Lender and the Agent (and each employee, representative, or other agent of each of the foregoing parties) may disclose to any and all Persons without limitation of any kind, the U.S. tax treatment and U.S. tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to any of the foregoing parties relating to such U.S. tax treatment and U.S. tax structure." (d) SCHEDULE 1 to the Credit Agreement is hereby deleted in its entirety and replaced with SCHEDULE 1 attached hereto.