Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Termination Date. (b) The Borrower may terminate the Total Commitment, or reduce the amount thereof, by (i) giving written notice to the Administrative Agent, not later than 5:00 P.M., New York time, on the fifth Business Day prior to the date of termination or reduction and (ii) paying the amount of the Commitment Fees accrued through such date of termination or reduction. Reductions of the Total Commitment shall be in the amount of $5,000,000 or in integral multiples of $1,000,000 in excess thereof (or, if the amount of the Available Commitment is less than $5,000,000, then all of such lesser amount), but shall not exceed the Available Commitment in effect immediately before giving effect to such reduction. Any termination, and all reductions, of the Total Commitment shall be permanent. (c) The Borrower may from time to time, at its sole expense and effort after consulting with the Administrative Agent, request: (i) one or more Lenders to increase (in the sole and absolute discretion of each such Lender) the amount of their respective Commitments and/or (ii) one or more other lending institutions reasonably acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld) (each, a “New Lender”) to become “Lenders” and extend Commitments hereunder (each such Lender and each New Lender being herein referred to as a “Proposed Lender”). To request an increase pursuant to this Section 2.03(c), the Borrower shall submit to the Administrative Agent an Increase Request, in the form annexed hereto as Exhibit G, signed by the Borrower, which shall be irrevocable and shall specify, as the case may be: (A) each such Lender and the amount of the proposed increase in its Commitment, or (B) the proposed Commitment for such New Lender. Promptly following receipt of an Increase Request, the Administrative Agent shall advise each Lender of the details thereof. If one or more of such Proposed Lenders shall have unconditionally agreed to such Increase Request in a writing delivered to the Borrower and the Administrative Agent (each such existing Lender and New Lender being hereinafter referred to as an “Incremental Lender”), then: (1) each such Incremental Lender which shall then be an existing Lender shall have its Commitment increased by the amount set forth in such Increase Request, and (2) each such New Lender shall be and become a “Lender” hereunder having a Commitment equal to the amount set forth therefor in such Increase Request, provided, however, that in each such case: (I) immediately before and after giving effect thereto, no Default or Event of Default shall or would exist, (II) each such Incremental Lender shall have executed and delivered to the Administrative Agent a supplement to this Agreement, in the form annexed hereto as Exhibit I, providing for its increased Commitment or its Commitment, as applicable, in form approved by the Administrative Agent, (III) immediately after giving effect thereto, the Total Commitment under this Agreement shall not exceed $500,000,000, (IV) each such Increase Request shall be in an aggregate minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, and (V) the Commitment extended by any such Incremental Lender which is a New Lender shall be in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) Simultaneously with each increase in the aggregate amount of the Commitments under Section 2.03(c), each Incremental Lender shall, to the extent necessary, purchase from each other Lender, and each other Lender shall sell to each Incremental Lender, in each case at par and without representation, warranty, or recourse (in accordance with and subject to the restrictions contained in Section 10.03), such principal amount of the Loans of such other Lender, together with all accrued and unpaid interest thereon, as will result, after giving effect to such transaction, in each Lender’s Applicable Percentage of Loans outstanding being equal to such Lender’s Applicable Percentage of all Loans, provided that each such assignor Lender shall have received (to the extent of the interests, rights and obligations assigned) payment of the outstanding principal amount of such Loans, accrued interest thereon, accrued fees, commissions and all other amounts payable to it under the Credit Documents from the applicable assignee Lenders (to the extent of such outstanding principal and accrued interest, fees and commissions) or the Borrower (in the case of all other amounts). (e) The Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 90 days prior to the first, second, third, fourth and/or fifth anniversary of the Restatement Effective Date, an Extension Request, in the form annexed hereto as Exhibit H, signed by the Borrower, request that the Lenders extend the Termination Date then in effect and the Commitments for an additional period of one year. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 15th day after the date of the Administrative Agent’s receipt of the Borrower’s extension request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request in their sole and absolute discretion, then the Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Termination Date theretofore in effect. The decision to agree or withhold agreement to any Termination Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Termination Date in effect prior to giving effect to any such extension (such Termination Date being called the “Existing Termination Date”). Notwithstanding the foregoing provisions of this Section 2.03(e), the Borrower shall have the right, with the prior written consent (not to be unreasonably withheld) of the Administrative Agent, at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or Eligible Institution that will agree to a request for the extension of the Termination Date then in effect, and any such Replacement Lender shall for all purposes constitute a Consenting Lender; provided, however, that in each such case (i) each such Replacement Lender shall have executed and delivered to the Administrative Agent a supplement to this Agreement, in the form annexed hereto as Exhibit J, providing for its Commitment, and (ii) the Declining Lender shall assign, in accordance with Section 10.03(a), all or part, as the case may be, of its Loans, Commitment, Revolving Credit Note and other rights and obligations under this Agreement and all other Credit Documents to such Replacement Lender, in exchange for payment of the principal of, and interest accrued to the date of such payment on, Loans owing to such Declining Lender and any accrued Commitment Fees owing to such Declining Lender; and upon such payments, the obligations of such Declining Lender hereunder in respect of its Commitment shall, by the provisions hereof, be released and discharged and such Replacement Lender shall be and become a “Lender” hereunder having a Commitment equal to the amount set forth therefor in such supplement. Notwithstanding the foregoing, no extension of the Termination Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Lender under Section 6.01(c), (d), (e)(ii) (it being understood and agreed that the date referred to in Section 6.01(e)(ii) shall refer to the date of the then most recently delivered audited financial statements required to be delivered pursuant to Section 7.01(a)(i)), (e)(iii), (e)(iv) and (e)(v), giving effect to such extension and (ii) on the date on which the Required Lenders shall have agreed to an extension request, (A) the conditions set forth in Section 6.02(b) shall be satisfied and (B) the representations and warranties contained in Section 5.01 shall be true and correct in all material respects (except to the extent that any representation or warranty speaks as of a date certain), except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty shall be true and correct in all respects), and the Administrative Agent shall have received a certificate with respect to the matters referred to in clauses (A) and (B) dated such date and executed by a Responsible Officer. Unless a Declining Lender ceases to be a Lender hereunder pursuant to the above provisions in this Section 2.03(e), the Borrower hereby agrees to pay to the Administrative Agent in accordance with the terms of this Agreement, for distribution to the Declining Lenders, all of the outstanding Loans made by the Declining Lenders, together with all accrued and unpaid interest thereon and all accrued fees and other amounts payable to or for the accounts of the Declining Lenders on the Existing Termination Date, and, upon each Declining Lender’s receipt of such amounts, such Declining Lender shall cease to be a Lender hereunder.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Southwest Gas Holdings, Inc.), Revolving Credit Agreement (Southwest Gas Corp)

Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall automatically terminate on the ~~Termination~~ Maturity Date. (b) The ~~Borrower~~ Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum, or the entire amount of the Commitments of such Class, (ii) the Company will not terminate ~~the Total Commitment,~~ or reduce the ~~amount thereof~~Global Tranche Commitments if, by (i) giving written notice to the Administrative Agent, not later than 5:00 P.M., New York time, on the fifth Business Day prior to the date of termination or reduction and (ii) paying the amount of the Commitment Fees accrued through such date of termination or reduction. Reductions of the Total Commitment shall be in the amount of $5,000,000 or in integral multiples of $1,000,000 in excess thereof (or, if the amount of the Available Commitment is less than $5,000,000, then all of such lesser amount), but shall not exceed the Available Commitment in effect immediately before after giving effect to ~~such reduction. Any termination, and all reductions,~~ any concurrent prepayment of the ~~Total Commitment~~ Global Tranche Loans in accordance with Section 2.10, the aggregate Global Tranche Credit Exposures would exceed the aggregate Global Tranche Commitments and (iii) the Company shall ~~be permanent~~not terminate or reduce the US/UK Tranche Commitments if, after giving effect to any concurrent prepayment of the US/UK Tranche Loans in accordance with Section 2.10, the aggregate US/UK Tranche Credit Exposures would exceed the aggregate US/UK Tranche Commitments. (c) The Borrower may from time to time, at its sole expense and effort after consulting with the Administrative Agent, request: (i) one or more Lenders to increase (in the sole and absolute discretion of each such Lender) the amount of their respective Commitments and/or (ii) one or more other lending institutions reasonably acceptable to Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (~~such acceptance not to be unreasonably withheld~~b) (each, a “New Lender”) to become “Lenders” and extend Commitments hereunder (each such Lender and each New Lender being herein referred to as a “Proposed Lender”). To request an increase pursuant to of this Section ~~2.03(c),~~ at least three Business Days prior to the ~~Borrower shall submit to~~ effective date of such termination or reduction (or such shorter period as the Administrative Agent ~~an Increase Request~~shall reasonably agree), in specifying the ~~form annexed hereto as Exhibit G, signed by the Borrower, which shall be irrevocable and shall specify, as the case may be: (A) each~~ effective date of such ~~Lender and the amount of the proposed increase in its Commitment, or (B) the proposed Commitment for such New Lender~~election. Promptly following receipt of ~~an Increase Request~~any such notice, the Administrative Agent shall advise ~~each Lender~~ the applicable Lenders of the ~~details~~ contents thereof. ~~If one or more of such Proposed Lenders shall have unconditionally agreed to such Increase Request in a writing~~ Each notice delivered to the Borrower and the Administrative Agent (each such existing Lender and New Lender being hereinafter referred to as an “Incremental Lender”), then: (1) each such Incremental Lender which shall then be an existing Lender shall have its Commitment increased by the ~~amount set forth in such Increase Request, and (2) each such New Lender~~ Company pursuant to this Section shall be ~~and become~~ irrevocable; provided that a ~~“Lender” hereunder having~~ notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or debt securities or the consummation of a ~~Commitment equal to~~ Specified Transaction, in which case such notice may be revoked by the ~~amount set forth therefor in such Increase Request, provided, however, that in each such case:~~ Company (~~I) immediately before and after giving effect thereto, no Default or Event of Default shall or would exist, (II) each such Incremental Lender shall have executed and delivered~~ by notice to the Administrative Agent ~~a supplement~~ on or prior to ~~this Agreement, in~~ the ~~form annexed hereto as Exhibit I, providing for its increased Commitment~~ specified effective date) if such condition is not satisfied. Any termination or ~~its Commitment, as applicable, in form approved by~~ reduction of the ~~Administrative Agent, (III) immediately after giving effect thereto, the Total Commitment under this Agreement shall not exceed $500,000,000, (IV) each such Increase Request~~ Commitments of any Class shall be permanent. Except as provided in ~~an aggregate minimum amount~~ Section 2.08(e), each reduction of ~~$10,000,000 or an integral multiple~~ the Commitments of ~~$5,000,000 in excess thereof, and (V) the Commitment extended by~~ any ~~such Incremental Lender which is a New Lender~~ Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. No such termination or reduction shall reduce the aggregate available commitments of all Lenders to an amount less than the aggregate Loans and LC Exposures (unless cash collateralized or otherwise backstopped in a ~~minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof~~manner reasonably acceptable to the applicable Issuing Bank) then outstanding. (d) Simultaneously with each increase in the aggregate amount of the Commitments under Section 2.03(c), each Incremental Lender shall, to the extent necessary, purchase from each other Lender, and each other Lender shall sell to each Incremental Lender, in each case at par and without representation, warranty, or recourse (in accordance with and subject to the restrictions contained in Section 10.03), such principal amount of the Loans of such other Lender, together with all accrued and unpaid interest thereon, as will result, after giving effect to such transaction, in each Lender’s Applicable Percentage of Loans outstanding being equal to such Lender’s Applicable Percentage of all Loans, provided that each such assignor Lender shall have received (to the extent of the interests, rights and obligations assigned) payment of the outstanding principal amount of such Loans, accrued interest thereon, accrued fees, commissions and all other amounts payable to it under the Credit Documents from the applicable assignee Lenders (to the extent of such outstanding principal and accrued interest, fees and commissions) or the Borrower (in the case of all other amounts). (e) The ~~Borrower~~ Company may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 90 days prior to the first, second, third, fourth and/or fifth anniversary of the Restatement Effective Date, an Extension Request, in the form annexed hereto as Exhibit H, signed by the BorrowerAgent, request that the total Commitments under any Tranche be increased (a “Commitment Increase”) by an amount for each increased Tranche of not less than US$15,000,000 or an integral multiple of US$5,000,000 in excess thereof; provided that the aggregate amount of increases under all Tranches pursuant to this sentence shall not exceed the sum of (A)(1) US $500,000,000 minus the aggregate amount by which the Commitments shall theretofore have been increased pursuant to clause (A)(1) of paragraph (e) below plus (2) an unlimited amount so long as immediately after giving effect to such Commitment Increase, the Leverage Ratio shall not exceed 4.00:1.00 on a Pro Forma Basis, at any time after the Closing Date at the request of the Company and with the consent of the lenders whose commitments are to be increased and (B) the aggregate amount of any reductions in the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders ~~extend~~ participating in such new Class. Such notice shall set forth the ~~Termination Date then~~ amount of the requested increase in ~~effect~~ each Tranche and the ~~Commitments for an additional period of one year. Each Lender shall, by notice~~ date (the “Increase Effective Date”) on which such increase is requested to ~~the Borrower and the Administrative Agent given~~ become effective (which shall be not ~~later~~ less than ~~the 15th day~~ 10 Business Days or more than 45 days after the date of such notice); provided that any existing Lender approached to provide all or a portion of the Commitment Increase may decline, in its sole discretion, to provide all or a portion of such portion of the Commitment Increase. Each Commitment Increase will be effected by a joinder agreement (the “Increase Joinder”) executed by the Company, the Administrative Agent~~’s receipt of~~ , the ~~Borrower’s extension request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender”~~ Issuing Banks and each Lender ~~declining~~ providing a portion of such Commitment Increase, in form and substance reasonably satisfactory to ~~agree~~ each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to ~~a requested extension being called a “Declining Lender”). Any Lender that has not so advised~~ this Agreement and the ~~Borrower and~~ other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent and the Issuing Banks to effect the Commitment Increase. Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, at the time of the execution of an Increase Joinder, this Agreement and the other Loan Documents shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Commitment Increase evidenced thereby. Any such deemed amendment may be effected by the Administrative Agent with the Company’s consent and furnished to the other parties hereto. On the Increase Effective Date, (A) the aggregate principal amount of the Loans outstanding under each Tranche under which a Commitment Increase will become effective (the “Initial Loans” under such ~~day~~ Tranche) immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (B) after the effectiveness of the Commitment Increase, the Borrowers holding Loans under such Tranche shall be deemed to have ~~declined to agree to such extension and shall be a Declining Lender. If Lenders constituting~~ made new Borrowings (the ~~Required Lenders shall have agreed to~~ “Subsequent Borrowings”) in an ~~extension request in their sole and absolute discretion, then the Termination Date shall, as~~ aggregate principal amount equal to the ~~Consenting Lenders, be extended to the first anniversary~~ aggregate principal amount of the Termination Date theretofore in effect. The decision to agree or withhold agreement to any Termination Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Termination Date in effect prior to giving effect to any Initial Loans under such extension (such Termination Date being called the “Existing Termination Date”). Notwithstanding the foregoing provisions of this Section 2.03(e), the Borrower shall have the right, with the prior written consent (not to be unreasonably withheld) Tranche and of the ~~Administrative Agent, at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or Eligible Institution that will agree to a request~~ types and for the ~~extension of the Termination Date then~~ Interest Periods specified in ~~effect, and any such Replacement Lender shall for all purposes constitute~~ a ~~Consenting Lender; provided, however, that in each such case (i) each such Replacement Lender shall have executed and~~ Borrowing Request delivered to the Administrative Agent ~~a supplement to this Agreement, in the form annexed hereto as Exhibit J, providing for its Commitment, and (ii) the Declining Lender shall assign,~~ in accordance with Section ~~10.03(a)~~2.03, ~~all or part~~(C) each Lender under such Tranche shall pay to the Administrative Agent in same day funds an amount equal to the difference, as if positive, between (x) such Lender’s Tranche Percentage (calculated after giving effect to the ~~case may be,~~ Commitment Increase) of ~~its~~ the Subsequent Borrowings and (y) such Lender’s Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans, ~~Commitment~~(D) after the Administrative Agent receives the funds specified in clause (C) above, ~~Revolving Credit Note~~ the Administrative Agent shall pay to each Lender under such Tranche the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans and ~~other rights~~ (2) such Lender’s Tranche Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each Lender shall be deemed to hold its Tranche Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and ~~obligations under this Agreement~~ (F) each applicable Borrower shall pay each applicable Lender any and all ~~other Credit Documents~~ accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to such Replacement Lender, in exchange for payment of the principal of, and interest accrued to the date of such payment on, Loans owing to such Declining Lender and any accrued Commitment Fees owing to such Declining Lender; and upon such payments, the obligations of such Declining Lender hereunder clause (A) above in respect of ~~its Commitment shall~~each Term SOFR Loan, Term CXXXX Loan or Eurocurrency Loan or B/A Equivalent Loan shall be subject to indemnification by the ~~provisions hereof, be released and discharged and such Replacement Lender shall be and become a “Lender” hereunder having a Commitment equal~~ Borrowers pursuant to the ~~amount set forth therefor in such supplement~~provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs actually result therefrom. Notwithstanding the foregoing, no ~~extension~~ increase in the Commitments under any Tranche (or in any Commitment of ~~the Termination Date pursuant to this paragraph~~ any Lender) or addition of any Lender providing any Commitment Increase shall become effective ~~unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Lender~~ under this Section ~~6.01(c)~~unless, (d), (e)(ii) (it being understood and agreed that the date referred to in Section 6.01(e)(ii) shall refer to the date of the then most recently delivered audited financial statements required to be delivered pursuant to Section 7.01(a)(i)), (e)(iii), (e)(iv) and (e)(v), giving effect to such extension and (iiA) on the date ~~on which the Required Lenders shall have agreed to an extension request~~of such increase, ~~(A)~~ the conditions set forth in paragraphs (a) and (b) of Section ~~6.02(b)~~ 4.02 shall be satisfied and (B) the representations and warranties contained in Section 5.01 shall be true and correct in all material respects (except to the extent that any representation or warranty speaks as of a date certain), except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty shall be true and correct in all respects), and the Administrative Agent shall have received a certificate ~~with respect~~ to ~~the matters referred to in clauses (A) and (B)~~ that effect dated such date and executed by a ~~Responsible Officer. Unless a Declining Lender ceases~~ Financial Officer of the Company, (B) the Company shall be in pro forma compliance with Section 6.05 (calculated using the Consolidated Total Debt as of such date immediately after giving effect to ~~be a Lender hereunder~~ the Commitment Increase) and (C) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered pursuant to Section 4.01 (including, at the request of the Administrative Agent, legal opinions) as to the corporate power and authority of the applicable Borrowers to borrow hereunder after giving effect to such increase, all in form and substance reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything in Section 10.02 or elsewhere in this Agreement to the contrary, in the event the Company shall desire to designate after the date hereof as Borrowing Subsidiaries hereunder one or more Subsidiaries organized under the laws of Canada or any political subdivision thereof and shall determine that payments of interest or fees by any such Subsidiary to one or more of the Global Tranche Lenders would be subject to withholding taxes if made under the arrangements provided for herein, the Company may request Lenders selected by it that would be able to receive such payments free of withholding taxes to establish hereunder an additional Class of Commitments under which Loans would be made available to such Borrowing Subsidiaries and, if the Company shall so elect, to the Company and one or more other Borrowing Subsidiaries, and, subject to the provisions of the following sentence, the Company may increase total Commitments in connection with the establishment of such Class. Subject to the provisions of this paragraph, any such additional Class of Commitments may be established by a written amendment to this Agreement entered into by the Company, the Administrative Agent, each Issuing Bank and each Lender that shall agree to provide a Commitment of such Class, and shall not require the consent of any other Lender; provided that: (i) the aggregate outstanding principal amount of the new Commitments of any Class established pursuant to this paragraph shall not, without the consent of the Required Lenders, exceed the sum of (A)(1) US$500,000,000 minus the aggregate amount by which the Commitments shall theretofore have been increased pursuant to clause (A)(1) of paragraph (d) above plus (2) an unlimited amount so long as immediately after giving effect to such new Commitments, the Leverage Ratio shall not exceed 4.00:1.00 on a Pro Forma Basis and (B) the aggregate amount of any simultaneous reductions of the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders extending Commitments as part of such new Class (and any such reductions may, notwithstanding any other provision of this Agreement, be effected by the amendment agreement establishing such new Class without any corresponding reduction of the Commitments of the other Global Tranche Lenders or US/UK Tranche Lenders, as the case may be); and (ii) the terms applicable to the Commitments and Borrowings of any new Class shall be the same as those applicable to the original Classes except as required or deemed appropriate by the Company, the Administrative Agent and the Issuing Banks to make the Commitments and Loans of such new Class available to the intended Borrowing Subsidiaries. Any such amendment agreement shall, subject to the preceding sentence, amend the provisions of this Agreement and the other Loan Documents to set forth the terms of such new Class and the Borrowings thereunder and make such other amendments to this Agreement (including to Sections 2.17, 7.02 and 10.02) as shall be necessary or appropriate in the judgment of the Company and the Administrative Agent to make the benefits of this Agreement available to the Lenders participating in such new Class. Further, any such amendment agreement shall amend the provisions of this Agreement (including the definition of Excluded Taxes and Section 2.16) as shall be necessary or appropriate in the judgment of the Company, the Administrative Agent and the Issuing Banks to ensure that payments by or to Lenders participating in such new Class shall not be subject to withholding taxes imposed by Canada and the United States in effect on the date each such Lender becomes a participant in the new Class. The Commitments, Loans and Borrowings of any Class established pursuant to this paragraph shall constitute Commitments, Loans and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees created by the Subsidiary Guarantee Agreement to the extent provided therein. (f) The Maturity Date may be extended on up to two occasions in the manner set forth in this Section ~~2.03(e~~2.08(f) for a period of one year from the Maturity Date then in effect. If the Company wishes to request an extension of the Maturity Date (an “Extension Request”), the ~~Borrower hereby agrees~~ Company shall give notice to ~~pay~~ that effect to the Administrative Agent ~~in accordance with~~ not less than 30 days nor more than 60 days prior to any anniversary of the ~~terms~~ Closing Date, whereupon the Administrative Agent shall promptly notify each of the Lenders of such request; provided that the Company shall only be permitted to make an Extension Request twice during the term of this Agreement. Each Lender will use its best efforts to respond to such request, ~~for distribution~~ whether affirmatively or negatively, as it may elect in its sole discretion, within 30 days of such notice to the ~~Declining~~ Administrative Agent. Any Lender not responding to such request within such time period shall be deemed to have responded negatively to such request. The Company may request the Lenders that do not elect to extend the Maturity Date to assign their Commitments in their entirety to one or more permitted assignees pursuant to Section 10.04 which permitted assignees will agree to extend the Maturity Date. If Lenders having more than 50% of the aggregate amount of the Commitments (including such permitted assignees and excluding their respective transferor Lenders) respond affirmatively, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit G hereto duly completed and signed by the Company, the Administrative Agent and such Lenders, ~~all~~ the Maturity Date shall be extended to the first anniversary of the ~~outstanding Loans made by the Declining Lenders, together~~ Maturity Date then in effect with ~~all accrued and unpaid interest thereon and all accrued fees and other amounts payable~~ respect to ~~or for the accounts~~ such Lenders (but not with respect to Lenders not so responding affirmatively). Any extension of the ~~Declining Lenders on~~ Maturity Date pursuant to this Section 2.08(f) shall be subject to satisfaction of the ~~Existing Termination Date, and, upon each Declining Lender’s receipt~~ conditions set forth in Section 4.02(a) and Section 4.02(b) and the Administrative Agent shall have received a certificate certifying that such conditions are satisfied at the time of such ~~amounts,~~ extension and after giving effect thereto dated the date of the effectiveness of such ~~Declining Lender shall cease to be~~ extension and executed by a ~~Lender hereunder~~Financial Officer of the Company.

Appears in 1 contract

Samples: Credit Agreement (Molson Coors Beverage Co)

Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Termination Date. (b) The Borrower may terminate the Total Commitment, or reduce the amount thereof, by (i) giving written notice to the Administrative Agent, not later than 5:00 P.M., New York time, on the fifth Business Day prior to the date of termination or reduction and (ii) paying the amount of the Commitment Fees accrued through such date of termination or reduction. Reductions of the Total Commitment shall be in the amount of $~~5,000,000~~ 2,500,000 or in integral multiples of $1,000,000 in excess thereof (or, if the amount of the Available Commitment is less than $~~5,000,000~~2,500,000, then all of such lesser amount), but shall not exceed the Available Commitment in effect immediately before giving effect to such reduction. Any termination, and all reductions, of the Total Commitment shall be permanent. (c) The Borrower may from time to time, at its sole expense and effort after consulting with the Administrative Agent, request: (i) one or more Lenders to increase (in the sole and absolute discretion of each such Lender) the amount of their respective Commitments and/or (ii) one or more other lending institutions reasonably acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld) (each, a “New Lender”) to become “Lenders” and extend Commitments hereunder (each such Lender and each New Lender being herein referred to as a “Proposed Lender”). To request an increase pursuant to this Section 2.03(c), the Borrower shall submit to the Administrative Agent an Increase Request, in the form annexed hereto as Exhibit G, signed by the Borrower, which shall be irrevocable and shall specify, as the case may be: (A) each such Lender and the amount of the proposed increase in its Commitment, or (B) the proposed Commitment for such New Lender. Promptly following receipt of an Increase Request, the Administrative Agent shall advise each Lender of the details thereof. If one or more of such Proposed Lenders shall have unconditionally agreed to such Increase Request in a writing delivered to the Borrower and the Administrative Agent (each such existing Lender and New Lender being hereinafter referred to as an “Incremental Lender”), then: (1) each such Incremental Lender which shall then be an existing Lender shall have its Commitment increased by the amount set forth in such Increase Request, and (2) each such New Lender shall be and become a “Lender” hereunder having a Commitment equal to the amount set forth therefor in such Increase Request, provided, however, that in each such case: (I) immediately before and after giving effect thereto, no Default or Event of Default shall or would exist, (II) each such Incremental Lender shall have executed and delivered to the Administrative Agent a supplement to this Agreement, in the form annexed hereto as Exhibit I, providing for its increased Commitment or its Commitment, as applicable, in form approved by the Administrative Agent, (III) immediately after giving effect thereto, the Total Commitment under this Agreement shall not exceed $~~500,000,000~~200,000,000, (IV) each such Increase Request shall be in an aggregate minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, and (V) the Commitment extended by any such Incremental Lender which is a New Lender shall be in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) Simultaneously with each increase in the aggregate amount of the Commitments under Section 2.03(c), each Incremental Lender shall, to the extent necessary, purchase from each other Lender, and each other Lender shall sell to each Incremental Lender, in each case at par and without representation, warranty, or recourse (in accordance with and subject to the restrictions contained in Section 10.03), such principal amount of the Loans of such other Lender, together with all accrued and unpaid interest thereon, as will result, after giving effect to such transaction, in each Lender’s Applicable Percentage of Loans outstanding being equal to such Lender’s Applicable Percentage of all Loans, provided that each such assignor Lender shall have received (to the extent of the interests, rights and obligations assigned) payment of the outstanding principal amount of such Loans, accrued interest thereon, accrued fees, commissions and all other amounts payable to it under the Credit Documents from the applicable assignee Lenders (to the extent of such outstanding principal and accrued interest, fees and commissions) or the Borrower (in the case of all other amounts). (e) The Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 90 days prior to the first, second, third, fourth and/or fifth anniversary of the Restatement Effective Date, an Extension Request, in the form annexed hereto as Exhibit H, signed by the Borrower, request that the Lenders extend the Termination Date then in effect and the Commitments for an additional period of one year. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 15th day after the date of the Administrative Agent’s receipt of the Borrower’s extension request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request in their sole and absolute discretion, then the Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Termination Date theretofore in effect. The decision to agree or withhold agreement to any Termination Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Termination Date in effect prior to giving effect to any such extension (such Termination Date being called the “Existing Termination Date”). Notwithstanding the foregoing provisions of this Section 2.03(e), the Borrower shall have the right, with the prior written consent (not to be unreasonably withheld) of the Administrative Agent, at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or Eligible Institution that will agree to a request for the extension of the Termination Date then in effect, and any such Replacement Lender shall for all purposes constitute a Consenting Lender; provided, however, that in each such case (i) each such Replacement Lender shall have executed and delivered to the Administrative Agent a supplement to this Agreement, in the form annexed hereto as Exhibit J, providing for its Commitment, and (ii) the Declining Lender shall assign, in accordance with Section 10.03(a), all or part, as the case may be, of its Loans, Commitment, Revolving Credit Note and other rights and obligations under this Agreement and all other Credit Documents to such Replacement Lender, in exchange for payment of the principal of, and interest accrued to the date of such payment on, Loans owing to such Declining Lender and any accrued Commitment Fees owing to such Declining Lender; and upon such payments, the obligations of such Declining Lender hereunder in respect of its Commitment shall, by the provisions hereof, be released and discharged and such Replacement Lender shall be and become a “Lender” hereunder having a Commitment equal to the amount set forth therefor in such supplement. Notwithstanding the foregoing, no extension of the Termination Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Lender under Section 6.01(c), (d), (e)(ii) (it being understood and agreed that the date referred to in Section 6.01(e)(ii) shall refer to the date of the then most recently delivered audited financial statements required to be delivered pursuant to Section 7.01(a)(i)), (e)(iii), (e)(iv) and (e)(v), giving effect to such extension and (ii) on the date on which the Required Lenders shall have agreed to an extension request, (A) the conditions set forth in Section 6.02(b) shall be satisfied and (B) the representations and warranties contained in Section 5.01 shall be true and correct in all material respects (except to the extent that any representation or warranty speaks as of a date certain), except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty shall be true and correct in all respects), and the Administrative Agent shall have received a certificate with respect to the matters referred to in clauses (A) and (B) dated such date and executed by a Responsible Officer. Unless a Declining Lender ceases to be a Lender hereunder pursuant to the above provisions in this Section 2.03(e), the Borrower hereby agrees to pay to the Administrative Agent in accordance with the terms of this Agreement, for distribution to the Declining Lenders, all of the outstanding Loans made by the Declining Lenders, together with all accrued and unpaid interest thereon and all accrued fees and other amounts payable to or for the accounts of the Declining Lenders on the Existing Termination Date, and, upon each Declining Lender’s receipt of such amounts, such Declining Lender shall cease to be a Lender hereunder.

Appears in 1 contract

Samples: Revolving Credit Agreement (Southwest Gas Corp)

Appears in 1 contract

Samples: Competitive Advance, Revolving Credit and Guaranty Agreement (Dentsply International Inc /De/)

Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Termination Date. (b) The Borrower may terminate the Total Commitment, or reduce the amount thereof, by (i) giving written notice to the Administrative Agent, not later than 5:00 ~~P.M., New York time,~~ P.M. on the fifth Business Day prior to the date of termination or reduction and (ii) paying the amount of the Commitment Fees accrued through such date of termination or reduction. Reductions of the Total Commitment shall be in the amount of $5,000,000 or in integral multiples of $1,000,000 in excess thereof (or, if the amount of the Available Commitment is less than $5,000,000, then all of such lesser amount), but shall not exceed the Available Commitment in effect immediately before giving effect to such reduction. Any termination, and all reductions, of the Total Commitment shall be permanent. (c) The Borrower may from time to time, at its sole expense and effort after consulting with the Administrative Agent, request: (i) one or more Lenders to increase (in the sole and absolute discretion of each such Lender) the amount of their respective Commitments and/or (ii) one or more other lending institutions reasonably acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld) (each, a “New Lender”) to become “Lenders” and extend Commitments hereunder (each such Lender and each New Lender being herein referred to as a “Proposed Lender”). To request an increase pursuant to this Section 2.03(c), the Borrower shall submit to the Administrative Agent an Increase Request, in the form annexed hereto as Exhibit GG (or such other form approved by the Administrative Agent), signed by the Borrower, which shall be irrevocable and shall specify, as the case may be: (A) each such Lender and the amount of the proposed increase in its Commitment, or (B) the proposed Commitment for such New Lender. Promptly following receipt of an Increase Request, the Administrative Agent shall advise each Lender of the details thereof. If one or more of such Proposed Lenders shall have unconditionally agreed to such Increase Request in a writing delivered to the Borrower and the Administrative Agent (each such existing Lender and New Lender being hereinafter referred to as an “Incremental Lender”), then: (1) each such Incremental Lender which shall then be an existing Lender shall have its Commitment increased by the amount set forth in such Increase Request, and (2) each such New Lender shall be and become a “Lender” hereunder having a Commitment equal to the amount set forth therefor in such Increase Request, ; provided, however, ~~that~~ that, in each such case: (I) immediately before and after giving effect thereto, no Default or Event of Default shall or would exist, (II) each such Incremental Lender shall have executed and delivered to the Administrative Agent a supplement to this Agreement, in the form annexed hereto as Exhibit II (or such other form approved by the Administrative Agent), providing for its increased Commitment or its Commitment, as applicable, in form approved by the Administrative Agent, (III) immediately after giving effect thereto, the Total Commitment under this Agreement shall not exceed $500,000,000, (IV) each such Increase Request shall be in an aggregate minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, and (V) the Commitment extended by any such Incremental Lender which is a New Lender shall be in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) Simultaneously with each increase in the aggregate amount of the Commitments under Section 2.03(c), each Incremental Lender shall, to the extent necessary, purchase from each other Lender, and each other Lender shall sell to each Incremental Lender, in each case at par and without representation, warranty, or recourse (in accordance with and subject to the restrictions contained in Section 10.03), such principal amount of the Loans of such other Lender, together with all accrued and unpaid interest thereon, as will result, after giving effect to such transaction, in each Lender’s Applicable Percentage of Loans outstanding being equal to such Lender’s Applicable Percentage of all Loans; provided, ~~provided that~~ that, each such assignor Lender shall have received (to the extent of the interests, rights and obligations assigned) payment of the outstanding principal amount of such Loans, accrued interest thereon, accrued fees, commissions and all other amounts payable to it under the Credit Documents from the applicable assignee Lenders (to the extent of such outstanding principal and accrued interest, fees and commissions) or the Borrower (in the case of all other amounts). The Borrower shall prepay any Loans outstanding on the effective date of such increase of the aggregate amount of the Commitments (and pay any additional amounts required pursuant to Section 4.03) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under Section 2.03(c). (e) The Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 90 days prior to the first, second, third, fourth and/or fifth anniversary of the ~~Restatement Effective~~ Closing Date, an Extension Request, in the form annexed hereto as Exhibit HH (or such other form approved by the Administrative Agent), signed by the Borrower, request that the Lenders extend the Termination Date then in effect and the Commitments for an additional period of one year. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 15th day after the date of the Administrative Agent’s receipt of the Borrower’s extension request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request in their sole and absolute discretion, then the Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Termination Date theretofore in effect. The decision to agree or withhold agreement to any Termination Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Termination Date in effect prior to giving effect to any such extension (such Termination Date being called the “Existing Termination Date”). Notwithstanding the foregoing provisions of this Section 2.03(e), the Borrower shall have the right, with the prior written consent (not to be unreasonably withheld) of the Administrative Agent, at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or Eligible ~~Institution~~ Assignee that will agree to a request for the extension of the Termination Date then in effect, and any such Replacement Lender shall for all purposes constitute a Consenting Lender; provided, however, ~~that~~ that, in each such case (i) each such Replacement Lender shall have executed and delivered to the Administrative Agent a supplement to this Agreement, in the form annexed hereto as Exhibit JJ (or such other form approved by the Administrative Agent), providing for its Commitment, and (ii) the Declining Lender shall assign, in accordance with Section 10.03(a), all or part, as the case may be, of its Loans, Commitment, Revolving Credit Note and other rights and obligations under this Agreement and all other Credit Documents to such Replacement Lender, in exchange for payment of the principal of, and interest accrued to the date of such payment on, Loans owing to such Declining Lender and any accrued Commitment Fees owing to such Declining Lender; and upon such payments, the obligations of such Declining Lender hereunder in respect of its Commitment shall, by the provisions hereof, be released and discharged and such Replacement Lender shall be and become a “Lender” hereunder having a Commitment equal to the amount set forth therefor in such supplement. Notwithstanding the foregoing, no extension of the Termination Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Lender under Section 6.01(c), (d), (e)(ii) (it being understood and agreed that the date referred to in Section 6.01(e)(ii) shall refer to the date of the then most recently delivered audited financial statements required to be delivered pursuant to Section 7.01(a)(i)), (e)(iii), (e)(iv) and (e)(v), giving effect to such extension and (ii) on the date on which the Required Lenders shall have agreed to an extension request, (A) the conditions set forth in Section 6.02(b) shall be satisfied and (B) the representations and warranties contained in Section 5.01 shall be true and correct in all material respects (except to the extent that any representation or warranty speaks as of a date certain), except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty shall be true and correct in all respects), except that for purposes of this Section 2.03(e), the representations and warranties contained in Section 5.01(k) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) or (a)(ii), as applicable, and the Administrative Agent shall have received a certificate with respect to the matters referred to in clauses (A) and (B) dated such date and executed by a Responsible Officer. Unless a Declining Lender ceases to be a Lender hereunder pursuant to the above provisions in this Section 2.03(e), the Borrower hereby agrees to pay to the Administrative Agent in accordance with the terms of this Agreement, for distribution to the Declining Lenders, all of the outstanding Loans made by the Declining Lenders, together with all accrued and unpaid interest thereon and all accrued fees and other amounts (including any amounts required pursuant to Section 4.03) payable to or for the accounts of the Declining Lenders on the Existing Termination Date, and, upon each Declining Lender’s receipt of such amounts, such Declining Lender shall cease to be a Lender hereunder.

Appears in 1 contract

Samples: Revolving Credit Agreement (Southwest Gas Corp)

Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Termination Date. (b) The Borrower may terminate the Total Commitment, or reduce the amount thereof, by (i) giving written notice to the Administrative Agent, not later than 5:00 P.M., New York time, on the fifth Business Day prior to the date of termination or reduction and (ii) paying the amount of the Commitment Fees accrued through such date of termination or reduction. Reductions of the Total Commitment shall be in the amount of $5,000,000 or in integral multiples of $1,000,000 in excess thereof (or, if the amount of the Available Commitment is less than $5,000,000, then all of such lesser amount), but shall not exceed the Available Commitment in effect immediately before giving effect to such reduction. Any termination, and all reductions, of the Total Commitment shall be permanent. (c) The Borrower may from time to time, at its sole expense and effort after consulting with the Administrative Agent, request: (i) one or more Lenders to increase (in the sole and absolute discretion of each such Lender) the amount of their respective Commitments and/or (ii) one or more other lending institutions reasonably acceptable to the Administrative Agent ~~(such acceptance not to be unreasonably withheld)~~ (each, a “New Lender”) to become “Lenders” and extend Commitments hereunder (each such Lender and each New Lender being herein referred to as a “Proposed Lender”). To request an increase pursuant to this Section 2.03(c), the Borrower shall submit to the Administrative Agent an Increase Request, in the form annexed hereto as Exhibit G, signed by the Borrower, which shall be irrevocable and shall specify, as the case may be: (A) each such Lender and the amount of the proposed increase in its Commitment, or (B) the proposed Commitment for such New Lender. Promptly following receipt of an Increase Request, the Administrative Agent shall advise each Lender of the details thereof. If one or more of such Proposed Lenders shall have unconditionally agreed to such Increase Request in a writing delivered to the Borrower and the Administrative Agent (each such existing Lender and New Lender being hereinafter referred to as an “Incremental Lender”), then: (1) each such Incremental Lender which shall then be an existing Lender shall have its Commitment increased by the amount set forth in such Increase Request, and (2) each such New Lender shall be and become a “Lender” hereunder having a Commitment equal to the amount set forth therefor in such Increase Request, provided, however, that in each such case: (I) immediately before and after giving effect thereto, no Default or Event of Default shall or would exist, (II) each such Incremental Lender shall have executed and delivered to the Administrative Agent a supplement to this Agreement, in the form annexed hereto as Exhibit I, providing for its increased Commitment or its Commitment, as applicable, in form approved by the Administrative Agent, (III) immediately after giving effect thereto, the Total Commitment under this Agreement shall not exceed $500,000,000, (IV) each such Increase Request shall be in an aggregate minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, and (V) the Commitment extended by any such Incremental Lender which is a New Lender shall be in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) Simultaneously with each increase in the aggregate amount of the Commitments under Section 2.03(c), each Incremental Lender shall, to the extent necessary, purchase from each other Lender, and each other Lender shall sell to each Incremental Lender, in each case at par and without representation, warranty, or recourse (in accordance with and subject to the restrictions contained in Section 10.03), such principal amount of the Loans of such other Lender, together with all accrued and unpaid interest thereon, as will result, after giving effect to such transaction, in each Lender’s Applicable Percentage of Loans outstanding being equal to such Lender’s Applicable Percentage of all Loans, provided that each such assignor Lender shall have received (to the extent of the interests, rights and obligations assigned) payment of the outstanding principal amount of such Loans, accrued interest thereon, accrued fees, commissions and all other amounts payable to it under the Credit Documents from the applicable assignee Lenders (to the extent of such outstanding principal and accrued interest, fees and commissions) or the Borrower (in the case of all other amounts). (e) The Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 90 days prior to the first, second, third, fourth and/or fifth anniversary of the ~~Restatement~~ Amendment No. 4 Effective Date, an Extension Request, in the form annexed hereto as Exhibit H, signed by the Borrower, request that the Lenders extend the Termination Date then in effect and the Commitments for an additional period of one year. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 15th day after the date of the Administrative Agent’s receipt of the Borrower’s extension request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request in their sole and absolute discretion, then the Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Termination Date theretofore in effect. The decision to agree or withhold agreement to any Termination Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Termination Date in effect prior to giving effect to any such extension (such Termination Date being called the “Existing Termination Date”). Notwithstanding the foregoing provisions of this Section 2.03(e), the Borrower shall have the right, with the prior written consent (not to be unreasonably withheld) of the Administrative Agent, at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or Eligible Institution that will agree to a request for the extension of the Termination Date then in effect, and any such Replacement Lender shall for all purposes constitute a Consenting Lender; , provided, however, that in each such case (i) each such Replacement Lender shall have executed and delivered to the Administrative Agent a supplement to this Agreement, in the form annexed hereto as Exhibit J, providing for its Commitment, and (ii) the Declining Lender shall assign, in accordance with Section 10.03(a), all or part, as the case may be, of its Loans, Commitment, Revolving Credit Note and other rights and obligations under this Agreement and all other Credit Documents to such Replacement Lender, in exchange for payment of the principal of, and interest accrued to the date of such payment on, Loans owing to such Declining Lender and any accrued Commitment Fees owing to such Declining Lender; and upon such payments, the obligations of such Declining Lender hereunder in respect of its Commitment shall, by the provisions hereof, be released and discharged and such Replacement Lender shall be and become a “Lender” hereunder having a Commitment equal to the amount set forth therefor in such supplement. Notwithstanding the foregoing, no extension of the Termination Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Lender under Section 6.01(c), (d), (e)(ii) (it being understood and agreed that the date referred to in Section 6.01(e)(ii) shall refer to the date of the then most recently delivered audited financial statements required to be delivered pursuant to Section 7.01(a)(i)), (e)(iii), (e)(iv) and (e)(v), giving effect to such extension and (ii) on the date on which the Required Lenders shall have agreed to an extension request, (A) the conditions set forth in Section 6.02(b) shall be satisfied and (B) the representations and warranties contained in Section 5.01 shall be true and correct in all material respects (except to the extent that any representation or warranty speaks as of a date certain), except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty shall be true and correct in all respects), and the Administrative Agent shall have received a certificate with respect to the matters referred to in clauses (A) and (B) dated such date and executed by a Responsible Officer. Unless a Declining Lender ceases to be a Lender hereunder pursuant to the above provisions in this Section 2.03(e), the Borrower hereby agrees to pay to the Administrative Agent in accordance with the terms of this Agreement, for distribution to the Declining Lenders, all of the outstanding Loans made by the Declining Lenders, together with all accrued and unpaid interest thereon and all accrued fees and other amounts payable to or for the accounts of the Declining Lenders on the Existing Termination Date, and, upon each Declining Lender’s receipt of such amounts, such Declining Lender shall cease to be a Lender hereunder.

Appears in 1 contract

Samples: Revolving Credit Agreement (Southwest Gas Holdings, Inc.)

Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall automatically terminate on the ~~Termination~~ Maturity Date. (b) The ~~Borrower~~ Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum, or the entire amount of the Commitments of such Class, (ii) the Company will not terminate ~~the Total Commitment,~~ or reduce the ~~amount thereof~~Global Tranche Commitments if, by (i) giving written notice to the Administrative Agent, not later than 5:00 P.M., New York time, on the fifth Business Day prior to the date of termination or reduction and (ii) paying the amount of the Commitment Fees accrued through such date of termination or reduction. Reductions of the Total Commitment shall be in the amount of $5,000,000 or in integral multiples of $1,000,000 in excess thereof (or, if the amount of the Available Commitment is less than $5,000,000, then all of such lesser amount), but shall not exceed the Available Commitment in effect immediately before after giving effect to ~~such reduction. Any termination, and all reductions,~~ any concurrent prepayment of the ~~Total Commitment~~ Global Tranche Loans in accordance with Section 2.10, the aggregate Global Tranche Credit Exposures would exceed the aggregate Global Tranche Commitments and (iii) the Company shall ~~be permanent~~not terminate or reduce the US/UK Tranche Commitments if, after giving effect to any concurrent prepayment of the US/UK Tranche Loans in accordance with Section 2.10, the aggregate US/UK Tranche Credit Exposures would exceed the aggregate US/UK Tranche Commitments. (c) The Borrower may from time to time, at its sole expense and effort after consulting with the Administrative Agent, request: (i) one or more Lenders to increase (in the sole and absolute discretion of each such Lender) the amount of their respective Commitments and/or (ii) one or more other lending institutions reasonably acceptable to Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (~~such acceptance not to be unreasonably withheld~~b) (each, a “New Lender”) to become “Lenders” and extend Commitments hereunder (each such Lender and each New Lender being herein referred to as a “Proposed Lender”). To request an increase pursuant to of this Section ~~2.03(c),~~ at least three Business Days prior to the ~~Borrower shall submit to~~ effective date of such termination or reduction (or such shorter period as the Administrative Agent ~~an Increase Request~~shall reasonably agree), in specifying the ~~form annexed hereto as Exhibit G, signed by the Borrower, which shall be irrevocable and shall specify, as the case may be: (A) each~~ effective date of such ~~Lender and the amount of the proposed increase in its Commitment, or (B) the proposed Commitment for such New Lender~~election. Promptly following receipt of ~~an Increase Request~~any such notice, the Administrative Agent shall advise ~~each Lender~~ the applicable Lenders of the ~~details~~ contents thereof. ~~If one or more of such Proposed Lenders shall have unconditionally agreed to such Increase Request in a writing~~ Each notice delivered to the Borrower and the Administrative Agent (each such existing Lender and New Lender being hereinafter referred to as an “Incremental Lender”), then: (1) each such Incremental Lender which shall then be an existing Lender shall have its Commitment increased by the ~~amount set forth in such Increase Request, and (2) each such New Lender~~ Company pursuant to this Section shall be ~~and become~~ irrevocable; provided that a ~~“Lender” hereunder having~~ notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or debt securities or the consummation of a ~~Commitment equal to~~ Specified Transaction, in which case such notice may be revoked by the ~~amount set forth therefor in such Increase Request, provided, however, that in each such case:~~ Company (~~I) immediately before and after giving effect thereto, no Default or Event of Default shall or would exist, (II) each such Incremental Lender shall have executed and delivered~~ by notice to the Administrative Agent ~~a supplement~~ on or prior to ~~this Agreement, in~~ the ~~form annexed hereto as Exhibit I, providing for its increased Commitment~~ specified effective date) if such condition is not satisfied. Any termination or ~~its Commitment, as applicable, in form approved by~~ reduction of the ~~Administrative Agent, (III) immediately after giving effect thereto, the Total Commitment under this Agreement shall not exceed $500,000,000, (IV) each such Increase Request~~ Commitments of any Class shall be permanent. Except as provided in ~~an aggregate minimum amount~~ Section 2.08(e), each reduction of ~~$10,000,000 or an integral multiple~~ the Commitments of ~~$5,000,000 in excess thereof, and (V) the Commitment extended by~~ any ~~such Incremental Lender which is a New Lender~~ Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. No such termination or reduction shall reduce the aggregate available commitments of all Lenders to an amount less than the aggregate Loans and LC Exposures (unless cash collateralized or otherwise backstopped in a ~~minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof~~manner reasonably acceptable to the applicable Issuing Bank) then outstanding. (d) Simultaneously with each increase in the aggregate amount of the Commitments under Section 2.03(c), each Incremental Lender shall, to the extent necessary, purchase from each other Lender, and each other Lender shall sell to each Incremental Lender, in each case at par and without representation, warranty, or recourse (in accordance with and subject to the restrictions contained in Section 10.03), such principal amount of the Loans of such other Lender, together with all accrued and unpaid interest thereon, as will result, after giving effect to such transaction, in each Lender’s Applicable Percentage of Loans outstanding being equal to such Lender’s Applicable Percentage of all Loans, provided that each such assignor Lender shall have received (to the extent of the interests, rights and obligations assigned) payment of the outstanding principal amount of such Loans, accrued interest thereon, accrued fees, commissions and all other amounts payable to it under the Credit Documents from the applicable assignee Lenders (to the extent of such outstanding principal and accrued interest, fees and commissions) or the Borrower (in the case of all other amounts). (e) The ~~Borrower~~ Company may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 90 days prior to the first, second, third, fourth and/or fifth anniversary of the Restatement Effective Date, an Extension Request, in the form annexed hereto as Exhibit H, signed by the BorrowerAgent, request that the total Commitments under any Tranche be increased (a “Commitment Increase”) by an amount for each increased Tranche of not less than US$15,000,000 or an integral multiple of US$5,000,000 in excess thereof; provided that the aggregate amount of increases under all Tranches pursuant to this sentence shall not exceed the sum of (A)(1) US $500,000,000 minus the aggregate amount by which the Commitments shall theretofore have been increased pursuant to clause (A)(1) of paragraph (e) below plus (2) an unlimited amount so long as immediately after giving effect to such Commitment Increase, the Leverage Ratio shall not exceed 4.00:1.00 on a Pro Forma Basis, at any time after the Closing Date at the request of the Company and with the consent of the lenders whose commitments are to be increased and (B) the aggregate amount of any reductions in the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders ~~extend~~ participating in such new Class. Such notice shall set forth the ~~Termination Date then~~ amount of the requested increase in ~~effect~~ each Tranche and the ~~Commitments for an additional period of one year. Each Lender shall, by notice~~ date (the “Increase Effective Date”) on which such increase is requested to ~~the Borrower and the Administrative Agent given~~ become effective (which shall be not ~~later~~ less than ~~the 15th day~~ 10 Business Days or more than 45 days after the date of such notice); provided that any existing Lender approached to provide all or a portion of the Commitment Increase may decline, in its sole discretion, to provide all or a portion of such portion of the Commitment Increase. Each Commitment Increase will be effected by a joinder agreement (the “Increase Joinder”) executed by the Company, the Administrative Agent~~’s receipt of~~ , the ~~Borrower’s extension request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender”~~ Issuing Banks and each Lender ~~declining~~ providing a portion of such Commitment Increase, in form and substance reasonably satisfactory to ~~agree~~ each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to ~~a requested extension being called a “Declining Lender”). Any Lender that has not so advised~~ this Agreement and the ~~Borrower and~~ other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent and the Issuing Banks to effect the Commitment Increase. Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, at the time of the execution of an Increase Joinder, this Agreement and the other Loan Documents shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Commitment Increase evidenced thereby. Any such deemed amendment may be effected by the Administrative Agent with the Company’s consent and furnished to the other parties hereto. On the Increase Effective Date, (A) the aggregate principal amount of the Loans outstanding under each Tranche under which a Commitment Increase will become effective (the “Initial Loans” under such ~~day~~ Tranche) immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (B) after the effectiveness of the Commitment Increase, the Borrowers holding Loans under such Tranche shall be deemed to have ~~declined to agree to such extension and shall be a Declining Lender. If Lenders constituting~~ made new Borrowings (the ~~Required Lenders shall have agreed to~~ “Subsequent Borrowings”) in an ~~extension request in their sole and absolute discretion, then the Termination Date shall, as~~ aggregate principal amount equal to the ~~Consenting Lenders, be extended to the first anniversary~~ aggregate principal amount of the Termination Date theretofore in effect. The decision to agree or withhold agreement to any Termination Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Termination Date in effect prior to giving effect to any Initial Loans under such extension (such Termination Date being called the “Existing Termination Date”). Notwithstanding the foregoing provisions of this Section 2.03(e), the Borrower shall have the right, with the prior written consent (not to be unreasonably withheld) Tranche and of the ~~Administrative Agent, at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or Eligible Institution that will agree to a request~~ types and for the ~~extension of the Termination Date then~~ Interest Periods specified in ~~effect, and any such Replacement Lender shall for all purposes constitute~~ a ~~Consenting Lender; provided, however, that in each such case (i) each such Replacement Lender shall have executed and~~ Borrowing Request delivered to the Administrative Agent ~~a supplement to this Agreement, in the form annexed hereto as Exhibit J, providing for its Commitment, and (ii) the Declining Lender shall assign,~~ in accordance with Section ~~10.03(a)~~2.03, ~~all or part~~(C) each Lender under such Tranche shall pay to the Administrative Agent in same day funds an amount equal to the difference, as if positive, between (x) such Lender’s Tranche Percentage (calculated after giving effect to the ~~case may be,~~ Commitment Increase) of ~~its~~ the Subsequent Borrowings and (y) such Lender’s Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans, ~~Commitment~~(D) after the Administrative Agent receives the funds specified in clause (C) above, ~~Revolving Credit Note~~ the Administrative Agent shall pay to each Lender under such Tranche the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans and ~~other rights~~ (2) such Lender’s Tranche Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each Lender shall be deemed to hold its Tranche Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and ~~obligations under this Agreement~~ (F) each applicable Borrower shall pay each applicable Lender any and all ~~other Credit Documents~~ accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to such Replacement Lender, in exchange for payment of the principal of, and interest accrued to the date of such payment on, Loans owing to such Declining Lender and any accrued Commitment Fees owing to such Declining Lender; and upon such payments, the obligations of such Declining Lender hereunder clause (A) above in respect of ~~its Commitment shall~~each Term SOFR Loan, Eurocurrency Loan or B/A Equivalent Loan shall be subject to indemnification by the ~~provisions hereof, be released and discharged and such Replacement Lender shall be and become a “Lender” hereunder having a Commitment equal~~ Borrowers pursuant to the ~~amount set forth therefor in such supplement~~provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs actually result therefrom. Notwithstanding the foregoing, no ~~extension~~ increase in the Commitments under any Tranche (or in any Commitment of ~~the Termination Date pursuant to this paragraph~~ any Lender) or addition of any Lender providing any Commitment Increase shall become effective ~~unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Lender~~ under this Section ~~6.01(c)~~unless, (d), (e)(ii) (it being understood and agreed that the date referred to in Section 6.01(e)(ii) shall refer to the date of the then most recently delivered audited financial statements required to be delivered pursuant to Section 7.01(a)(i)), (e)(iii), (e)(iv) and (e)(v), giving effect to such extension and (iiA) on the date ~~on which the Required Lenders shall have agreed to an extension request~~of such increase, ~~(A)~~ the conditions set forth in paragraphs (a) and (b) of Section ~~6.02(b)~~ 4.02 shall be satisfied and (B) the representations and warranties contained in Section 5.01 shall be true and correct in all material respects (except to the extent that any representation or warranty speaks as of a date certain), except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty shall be true and correct in all respects), and the Administrative Agent shall have received a certificate ~~with respect~~ to ~~the matters referred to in clauses (A) and (B)~~ that effect dated such date and executed by a ~~Responsible Officer. Unless a Declining Lender ceases~~ Financial Officer of the Company, (B) the Company shall be in pro forma compliance with Section 6.05 (calculated using the Consolidated Total Debt as of such date immediately after giving effect to ~~be a Lender hereunder~~ the Commitment Increase) and (C) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered pursuant to Section 4.01 (including, at the request of the Administrative Agent, legal opinions) as to the corporate power and authority of the applicable Borrowers to borrow hereunder after giving effect to such increase, all in form and substance reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything in Section 10.02 or elsewhere in this Agreement to the contrary, in the event the Company shall desire to designate after the date hereof as Borrowing Subsidiaries hereunder one or more Subsidiaries organized under the laws of Canada or any political subdivision thereof and shall determine that payments of interest or fees by any such Subsidiary to one or more of the Global Tranche Lenders would be subject to withholding taxes if made under the arrangements provided for herein, the Company may request Lenders selected by it that would be able to receive such payments free of withholding taxes to establish hereunder an additional Class of Commitments under which Loans would be made available to such Borrowing Subsidiaries and, if the Company shall so elect, to the Company and one or more other Borrowing Subsidiaries, and, subject to the provisions of the following sentence, the Company may increase total Commitments in connection with the establishment of such Class. Subject to the provisions of this paragraph, any such additional Class of Commitments may be established by a written amendment to this Agreement entered into by the Company, the Administrative Agent, each Issuing Bank and each Lender that shall agree to provide a Commitment of such Class, and shall not require the consent of any other Lender; provided that: (i) the aggregate outstanding principal amount of the new Commitments of any Class established pursuant to this paragraph shall not, without the consent of the Required Lenders, exceed the sum of (A)(1) US$500,000,000 minus the aggregate amount by which the Commitments shall theretofore have been increased pursuant to clause (A)(1) of paragraph (d) above plus (2) an unlimited amount so long as immediately after giving effect to such new Commitments, the Leverage Ratio shall not exceed 4.00:1.00 on a Pro Forma Basis and (B) the aggregate amount of any simultaneous reductions of the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders extending Commitments as part of such new Class (and any such reductions may, notwithstanding any other provision of this Agreement, be effected by the amendment agreement establishing such new Class without any corresponding reduction of the Commitments of the other Global Tranche Lenders or US/UK Tranche Lenders, as the case may be); and (ii) the terms applicable to the Commitments and Borrowings of any new Class shall be the same as those applicable to the original Classes except as required or deemed appropriate by the Company, the Administrative Agent and the Issuing Banks to make the Commitments and Loans of such new Class available to the intended Borrowing Subsidiaries. Any such amendment agreement shall, subject to the preceding sentence, amend the provisions of this Agreement and the other Loan Documents to set forth the terms of such new Class and the Borrowings thereunder and make such other amendments to this Agreement (including to Sections 2.17, 7.02 and 10.02) as shall be necessary or appropriate in the judgment of the Company and the Administrative Agent to make the benefits of this Agreement available to the Lenders participating in such new Class. Further, any such amendment agreement shall amend the provisions of this Agreement (including the definition of Excluded Taxes and Section 2.16) as shall be necessary or appropriate in the judgment of the Company, the Administrative Agent and the Issuing Banks to ensure that payments by or to Lenders participating in such new Class shall not be subject to withholding taxes imposed by Canada and the United States in effect on the date each such Lender becomes a participant in the new Class. The Commitments, Loans and Borrowings of any Class established pursuant to this paragraph shall constitute Commitments, Loans and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees created by the Subsidiary Guarantee Agreement to the extent provided therein. (f) The Maturity Date may be extended on up to two occasions in the manner set forth in this Section ~~2.03(e~~2.08(f) for a period of one year from the Maturity Date then in effect. If the Company wishes to request an extension of the Maturity Date (an “Extension Request”), the ~~Borrower hereby agrees~~ Company shall give notice to ~~pay~~ that effect to the Administrative Agent ~~in accordance with~~ not less than 30 days nor more than 60 days prior to any anniversary of the ~~terms~~ Closing Date, whereupon the Administrative Agent shall promptly notify each of the Lenders of such request; provided that the Company shall only be permitted to make an Extension Request twice during the term of this Agreement. Each Lender will use its best efforts to respond to such request, ~~for distribution~~ whether affirmatively or negatively, as it may elect in its sole discretion, within 30 days of such notice to the ~~Declining~~ Administrative Agent. Any Lender not responding to such request within such time period shall be deemed to have responded negatively to such request. The Company may request the Lenders that do not elect to extend the Maturity Date to assign their Commitments in their entirety to one or more permitted assignees pursuant to Section 10.04 which permitted assignees will agree to extend the Maturity Date. If Lenders having more than 50% of the aggregate amount of the Commitments (including such permitted assignees and excluding their respective transferor Lenders) respond affirmatively, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit G hereto duly completed and signed by the Company, the Administrative Agent and such Lenders, ~~all~~ the Maturity Date shall be extended to the first anniversary of the ~~outstanding Loans made by the Declining Lenders, together~~ Maturity Date then in effect with ~~all accrued and unpaid interest thereon and all accrued fees and other amounts payable~~ respect to ~~or for the accounts~~ such Lenders (but not with respect to Lenders not so responding affirmatively). Any extension of the ~~Declining Lenders on~~ Maturity Date pursuant to this Section 2.08(f) shall be subject to satisfaction of the ~~Existing Termination Date, and, upon each Declining Lender’s receipt~~ conditions set forth in Section 4.02(a) and Section 4.02(b) and the Administrative Agent shall have received a certificate certifying that such conditions are satisfied at the time of such ~~amounts,~~ extension and after giving effect thereto dated the date of the effectiveness of such ~~Declining Lender shall cease to be~~ extension and executed by a ~~Lender hereunder~~Financial Officer of the Company.

Appears in 1 contract

Samples: Credit Agreement (Molson Coors Beverage Co)

Termination, Reduction, Increase and Extension of Commitments. (a) ~~Unless previously terminated, the~~ The Commitments shall ~~terminate~~ be automatically terminated on the earlier of (a) the Termination ~~Date~~Date or (b) 30 days after the date hereof if the Closing Date has not occurred. (b) ~~The Borrower may terminate the Total Commitment~~Subject to Section 2.13(b), upon at least three Business Days' prior irrevocable written or ~~reduce the amount thereof, by (i) giving written~~ telecopy notice to the Administrative Agent, ~~not later than 5:00 P.M.~~the Borrower may at any time in whole permanently terminate, ~~New York time~~or from time to time in part permanently reduce, on the ~~fifth Business Day prior to the date of termination or~~ Total Commitment; provided, however, that (i) each partial reduction ~~and (ii) paying the amount of the Commitment Fees accrued through such date of termination or reduction. Reductions~~ of the Total Commitment shall be in ~~the~~ an integral multiple of $1,000,000 and in a minimum principal amount of $~~5,000,000~~ 10,000,000 and (ii) the Borrower shall not be entitled to make any such termination or reduction that would reduce the Total Commitment to an amount less than the aggregate outstanding principal amount of the Competitive Loans. (c) Each reduction in ~~integral multiples~~ the Total Commitment hereunder shall be made ratably among the Banks in accordance with their respective Commitments. The Borrower shall pay to the Administrative Agent for the account of ~~$1,000,000~~ the Banks on the date of each termination or reduction (in ~~excess thereof (or~~the case of a reduction, if the "Reduction Date"), the Facility Fees on the amount of the ~~Available Commitment is less than $5,000,000, then all~~ Commitments so terminated or reduced accrued to the date of such ~~lesser amount), but shall not exceed the Available Commitment in effect immediately before giving effect to such~~ termination or reduction~~. Any termination, and all reductions, of the Total Commitment shall be permanent~~. (cd) The Borrower may from time to time, ~~at its sole expense~~ and ~~effort after consulting with the Administrative Agent, request: (i) one or more Lenders to increase (~~notwithstanding any prior reductions in the sole and absolute discretion of each such Lender) the amount of their respective Commitments and/or (ii) one or more other lending institutions reasonably acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld) (each, a “New Lender”) to become “Lenders” and extend Commitments hereunder (each such Lender and each New Lender being herein referred to as a “Proposed Lender”). To request an increase pursuant to this Section 2.03(c), the Borrower shall submit to the Administrative Agent an Increase Request, in the form annexed hereto as Exhibit G, signed Total Commitment by the Borrower, which shall be irrevocable and shall specify, as the case may be: (A) each such Lender and the amount of the proposed increase in its Commitment, or (B) the proposed Commitment for such New Lender. Promptly following receipt of an Increase Request, the Administrative Agent shall advise each Lender of the details thereof. If one or more of such Proposed Lenders shall have unconditionally agreed to such Increase Request in a writing delivered to the Borrower and the Administrative Agent (each such existing Lender and New Lender being hereinafter referred to as an “Incremental Lender”), then: (1) each such Incremental Lender which shall then be an existing Lender shall have its Commitment increased by the amount set forth in such Increase Request, and (2) each such New Lender shall be and become a “Lender” hereunder having a Commitment equal to the amount set forth therefor in such Increase Request, provided, however, that in each such case: (I) immediately before and after giving effect thereto, no Default or Event of Default shall or would exist, (II) each such Incremental Lender shall have executed and delivered to the Administrative Agent a supplement to this Agreement, in the form annexed hereto as Exhibit I, providing for its increased Commitment or its Commitment, as applicable, in form approved by the Administrative Agent, (III) immediately after giving effect thereto, the Total Commitment under this Agreement shall not exceed $500,000,000, (IV) each such Increase Request shall be in an aggregate minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, and (V) the Commitment extended by any such Incremental Lender which is a New Lender shall be in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) Simultaneously with each increase in the aggregate amount of the Commitments under Section 2.03(c), each Incremental Lender shall, to the extent necessary, purchase from each other Lender, and each other Lender shall sell to each Incremental Lender, in each case at par and without representation, warranty, or recourse (in accordance with and subject to the restrictions contained in Section 10.03), such principal amount of the Loans of such other Lender, together with all accrued and unpaid interest thereon, as will result, after giving effect to such transaction, in each Lender’s Applicable Percentage of Loans outstanding being equal to such Lender’s Applicable Percentage of all Loans, provided that each such assignor Lender shall have received (to the extent of the interests, rights and obligations assigned) payment of the outstanding principal amount of such Loans, accrued interest thereon, accrued fees, commissions and all other amounts payable to it under the Credit Documents from the applicable assignee Lenders (to the extent of such outstanding principal and accrued interest, fees and commissions) or the Borrower (in the case of all other amounts). (e) The Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 90 days prior to the first, second, third, fourth and/or fifth anniversary of the Restatement Effective Date, an Extension Request, in the form annexed hereto as Exhibit H, signed by the BorrowerBanks), request that the ~~Lenders extend~~ Total Commitment be increased by an amount that is not less than $25,000,000 and will not result in the ~~Termination Date then in effect~~ Total Commitment under this Agreement and the ~~Commitments for an additional period of one year~~Facility B Credit Agreement exceeding $350,000,000 in the aggregate. Each ~~Lender~~ such notice shall set forth the requested amount of the increase in the Total Commitment and the date on which such increase is to become effective (which shall be not fewer than 20 days after the date of such notice), and shall offer each Bank the opportunity to increase its Commitment by its ratable share, based on the amounts of the Banks' Commitments, of the requested increase in the Total Commitment. Each Bank shall, by notice to the Borrower and the Administrative Agent given not ~~later~~ more than ~~the 15th day~~ 15 Business Days after the date of the Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 15 Business Days shall be deemed to have declined to increase its Commitment); provided, however, that no Bank may agree to increase its Commitment hereunder unless it shall have agreed to ratably increase its Commitment under the Facility B Credit Agreement 110 (if the Facility B Credit Agreement is then in effect). In the event that, on the 15th Business Day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Borrower, the Borrower shall have the right to arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Augmenting Bank"), which may include any Bank, to extend Commitments or increase their existing Commitments in an aggregate amount equal to all or part of the unsubscribed amount; provided that each Augmenting Bank, if not already a Bank hereunder, shall be subject to the approval of the Borrower and the Administrative ~~Agent’s receipt~~ Agent (which approval shall not be unreasonably withheld) and shall execute all such documentation as the Administrative Agent shall specify to evidence its status as a Bank hereunder. If (and only if) Banks (including Augmenting Banks) shall have agreed to increase their Commitments or to extend new Commitments in an aggregate amount not less than $25,000,000, such increases and such new Commitments shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this paragraph, and shall be deemed added to the Commitments set forth in Schedule 2.01 hereof. Notwithstanding the foregoing, no increase in the Total Commitment (or in the Commitment of any Bank) shall become effective under this paragraph unless, on the date of such increase, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (ii) on the effective date of such increase the Total Commitment under and as defined in the Facility B Credit Agreement shall be proportionately increased (if the Facility B Credit Agreement is then in effect) in accordance with the terms of such Agreement. Following any increase in the Commitment of any of the Banks pursuant to this paragraph, any Revolving Credit Loans outstanding prior to the effectiveness of such increase shall continue outstanding until the ends of the respective interest periods applicable thereto, and shall then be repaid or refinanced with new Revolving Credit Loans made pursuant to Sections 2.01 and 2.05. (i) The Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Banks) not less than 30 days and not more than 60 days prior to the Termination Date (the "Anniversary Date"), request that the Banks extend the Termination Date for an additional 364 days from the Termination Date then in effect hereunder (the "Existing Termination Date"). Each Bank shall, by notice to the Borrower and the Administrative Agent given not more than 15 Business Days after the date of the Borrower~~’s extension request~~'s notice, advise the Borrower whether or not it such Bank agrees to ~~the requested~~ such extension (and any Bank that does not advise the Borrower on or before the 15th Business Day after the date of the Borrower's notice shall be deemed to have advised the Borrower that it will not agree to such extension). (ii) The Borrower shall have the right on or before the Anniversary Date to require any Bank which shall have advised or been deemed to advise the Borrower that it will not agree to an extension of the Termination Date (each ~~Lender agreeing~~ a "Non-Extending Bank") to ~~a requested extension~~ transfer without recourse (in accordance with and subject to the restrictions contained in Section 2.23, except that the $3,500 processing fee set forth in Section 2.23(b)(iii) shall be paid by the Borrower) all its interests, rights and obligations under this Agreement to one or more other banks or other financial institutions (any such bank or other financial institution being called a ~~“Consenting Lender” and each Lender declining~~ "Substitute Bank"), which may include any Bank; provided that (a) such Substitute Bank, if not already a Bank hereunder, shall be subject to ~~agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised~~ the approval of the Borrower and the Administrative Agent ~~by such day~~ (which approval shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request in their sole and absolute discretion, then the Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Termination Date theretofore in effect. The decision to agree or withhold agreement to any Termination Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Termination Date in effect prior to giving effect to any such extension (such Termination Date being called the “Existing Termination Date”). Notwithstanding the foregoing provisions of this Section 2.03(e), the Borrower shall have the right, with the prior written consent (not to be unreasonably withheld) of the Administrative Agent, at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or Eligible Institution that will agree to a request for the extension of the Termination Date then in effect, and ~~any~~ shall execute all such ~~Replacement Lender shall for all purposes constitute a Consenting Lender; provided, however, that in each such case (i) each such Replacement Lender shall have executed and delivered to~~ documentation as the Administrative Agent shall specify to evidence its status as a ~~supplement to this Agreement~~Bank hereunder, in (b) such assignment shall become effective as of the ~~form annexed hereto as Exhibit J, providing for its Commitment,~~ Anniversary Date and (iic) the ~~Declining Lender~~ Borrower shall assign, in accordance with Section 10.03(a), all or part, as the case may be, of its Loans, Commitment, Revolving Credit Note and other rights and obligations under this Agreement and all other Credit Documents pay to such ~~Replacement Lender,~~ Non- Extending Bank in ~~exchange for payment~~ immediately available funds on the effective date of such assignment the principal ~~of,~~ of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder. (iii) If (and only if) Banks (including Substitute Banks) holding Commitments that represent at least 662/3% of the Total Commitment shall have agreed to extend the Existing Termination Date (the "Continuing Banks"), then, (a) the Termination Date shall be extended to the date that is 364 days after the Existing Termination Date, and (b) the Commitment of each Non-Extending Bank (subject to any transfer and assignment pursuant to paragraph (ii) above) shall terminate (but such ~~payment on~~Bank shall continue to be entitled to the benefits of Sections 2.15, 2.17, 2.22 and 9.05), and all Loans ~~owing~~ of such Non-Extending Bank shall become due and payable, together with all interest accrued thereon and all other amounts owed to such ~~Declining Lender and any accrued Commitment Fees owing to such Declining Lender; and upon such payments~~Bank hereunder, on the obligations of such Declining Lender hereunder in respect of its Commitment shall, by the provisions hereof, be released and discharged and such Replacement Lender shall be and become a “Lender” hereunder having a Commitment equal to the amount set forth therefor in such supplementExisting Termination Date. Notwithstanding the foregoing, no extension of the Termination Date ~~pursuant to this paragraph~~ shall ~~become~~ be effective ~~unless (i) the Administrative Agent shall have received documents consistent with those delivered~~ with respect to ~~the Lender under Section 6.01(c)~~any Bank unless, ~~(d), (e)(ii) (it being understood~~ on and ~~agreed that the date referred to in Section 6.01(e)(ii) shall refer to the date~~ as of the ~~then most recently delivered audited financial statements required to be delivered pursuant to Section 7.01(a)(i))~~Anniversary Date, ~~(e)(iii), (e)(iv) and (e)(v), giving effect to such extension and (ii) on the date on which the Required Lenders shall have agreed to an extension request, (A)~~ the conditions set forth in paragraphs (b) and (c) of Section ~~6.02(b)~~ 4.01 shall be satisfied ~~and~~ (Bwith all references in such paragraphs to a Borrowing being deemed to be references to such extension) the representations and warranties contained in Section 5.01 shall be true and correct in all material respects (except to the extent that any representation or warranty speaks as of a date certain), except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty shall be true and correct in all respects), and the Administrative Agent shall have received a certificate ~~with respect~~ to that effect, dated the ~~matters referred to in clauses (A) and (B) dated such date~~ Anniversary Date, and executed by a Responsible Officer. Unless a Declining Lender ceases to be a Lender hereunder pursuant to the above provisions in this Section 2.03(e), the Borrower hereby agrees to pay to the Administrative Agent in accordance with the terms of this Agreement, for distribution to the Declining Lenders, all Financial Officer of the outstanding Loans made by the Declining Lenders, together with all accrued and unpaid interest thereon and all accrued fees and other amounts payable to or for the accounts of the Declining Lenders on the Existing Termination Date, and, upon each Declining Lender’s receipt of such amounts, such Declining Lender shall cease to be a Lender hereunderBorrower.

Appears in 1 contract

Samples: Competitive Advance, Revolving Credit and Guaranty Agreement (Dentsply International Inc /De/)

Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Termination Date. (b) The Borrower may terminate the Total Commitment, or reduce the amount thereof, by (i) giving written notice to the Administrative Agent, not later than 5:00 P.M., New York time, on the fifth Business Day prior to the date of termination or reduction and (ii) paying the amount of the Commitment Fees accrued through such date of termination or reduction. Reductions of the Total Commitment shall be in the amount of $~~5,000,000~~ 2,500,000 or in integral multiples of $1,000,000 in excess thereof (or, if the amount of the Available Commitment is less than $~~5,000,000~~2,500,000, then all of such lesser amount), but shall not exceed the Available Commitment in effect immediately before giving effect to such reduction. Any termination, and all reductions, of the Total Commitment shall be permanent. (c) The Borrower may from time to time, at its sole expense and effort after consulting with the Administrative Agent, request: (i) one or more Lenders to increase (in the sole and absolute discretion of each such Lender) the amount of their respective Commitments and/or (ii) one or more other lending institutions reasonably acceptable to the Administrative Agent ~~(such acceptance not to be unreasonably withheld)~~ (each, a “New Lender”) to become “Lenders” and extend Commitments hereunder (each such Lender and each New Lender being herein referred to as a “Proposed Lender”). To request an increase pursuant to this Section 2.03(c), the Borrower shall submit to the Administrative Agent an Increase Request, in the form annexed hereto as Exhibit G, signed by the Borrower, which shall be irrevocable and shall specify, as the case may be: (A) each such Lender and the amount of the proposed increase in its Commitment, or (B) the proposed Commitment for such New Lender. Promptly following receipt of an Increase Request, the Administrative Agent shall advise each Lender of the details thereof. If one or more of such Proposed Lenders shall have unconditionally agreed to such Increase Request in a writing delivered to the Borrower and the Administrative Agent (each such existing Lender and New Lender being hereinafter referred to as an “Incremental Lender”), then: (1) each such Incremental Lender which shall then be an existing Lender shall have its Commitment increased by the amount set forth in such Increase Request, and (2) each such New Lender shall be and become a “Lender” hereunder having a Commitment equal to the amount set forth therefor in such Increase Request, provided, however, that in each such case: (I) immediately before and after giving effect thereto, no Default or Event of Default shall or would exist, (II) each such Incremental Lender shall have executed and delivered to the Administrative Agent a supplement to this Agreement, in the form annexed hereto as Exhibit I, providing for its increased Commitment or its Commitment, as applicable, in form approved by the Administrative Agent, (III) immediately after giving effect thereto, the Total Commitment under this Agreement shall not exceed $~~500,000,000~~200,000,000, (IV) each such Increase Request shall be in an aggregate minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, and (V) the Commitment extended by any such Incremental Lender which is a New Lender shall be in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) Simultaneously with each increase in the aggregate amount of the Commitments under Section 2.03(c), each Incremental Lender shall, to the extent necessary, purchase from each other Lender, and each other Lender shall sell to each Incremental Lender, in each case at par and without representation, warranty, or recourse (in accordance with and subject to the restrictions contained in Section 10.03), such principal amount of the Loans of such other Lender, together with all accrued and unpaid interest thereon, as will result, after giving effect to such transaction, in each Lender’s Applicable Percentage of Loans outstanding being equal to such Lender’s Applicable Percentage of all Loans, provided that each such assignor Lender shall have received (to the extent of the interests, rights and obligations assigned) payment of the outstanding principal amount of such Loans, accrued interest thereon, accrued fees, commissions and all other amounts payable to it under the Credit Documents from the applicable assignee Lenders (to the extent of such outstanding principal and accrued interest, fees and commissions) or the Borrower (in the case of all other amounts). (e) The Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 90 days prior to the first, second, third, fourth and/or fifth anniversary of the ~~Restatement~~ Effective Date, an Extension Request, in the form annexed hereto as Exhibit H, signed by the Borrower, request that the Lenders extend the Termination Date then in effect and the Commitments for an additional period of one year. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 15th day after the date of the Administrative Agent’s receipt of the Borrower’s extension request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request in their sole and absolute discretion, then the Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Termination Date theretofore in effect. The decision to agree or withhold agreement to any Termination Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Termination Date in effect prior to giving effect to any such extension (such Termination Date being called the “Existing Termination Date”). Notwithstanding the foregoing provisions of this Section 2.03(e), the Borrower shall have the right, with the prior written consent (not to be unreasonably withheld) of the Administrative Agent, at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or Eligible Institution that will agree to a request for the extension of the Termination Date then in effect, and any such Replacement Lender shall for all purposes constitute a Consenting Lender; , provided, however, that in each such case (i) each such Replacement Lender shall have executed and delivered to the Administrative Agent a supplement to this Agreement, in the form annexed hereto as Exhibit J, providing for its Commitment, and (ii) the Declining Lender shall assign, in accordance with Section 10.03(a), all or part, as the case may be, of its Loans, Commitment, Revolving Credit Note and other rights and obligations under this Agreement and all other Credit Documents to such Replacement Lender, in exchange for payment of the principal of, and interest accrued to the date of such payment on, Loans owing to such Declining Lender and any accrued Commitment Fees owing to such Declining Lender; and upon such payments, the obligations of such Declining Lender hereunder in respect of its Commitment shall, by the provisions hereof, be released and discharged and such Replacement Lender shall be and become a “Lender” hereunder having a Commitment equal to the amount set forth therefor in such supplement. Notwithstanding the foregoing, no extension of the Termination Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Lender under Section 6.01(c), (d), (e)(ii) (it being understood and agreed that the date referred to in Section 6.01(e)(ii) shall refer to the date of the then most recently delivered audited financial statements required to be delivered pursuant to Section 7.01(a)(i)), (e)(iii), (e)(iv) and (e)(v), giving effect to such extension and (ii) on the date on which the Required Lenders shall have agreed to an extension request, (A) the conditions set forth in Section 6.02(b) shall be satisfied and (B) the representations and warranties contained in Section 5.01 shall be true and correct in all material respects (except to the extent that any representation or warranty speaks as of a date certain), except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty shall be true and correct in all respects), and the Administrative Agent shall have received a certificate with respect to the matters referred to in clauses (A) and (B) dated such date and executed by a Responsible Officer. Unless a Declining Lender ceases to be a Lender hereunder pursuant to the above provisions in this Section 2.03(e), the Borrower hereby agrees to pay to the Administrative Agent in accordance with the terms of this Agreement, for distribution to the Declining Lenders, all of the outstanding Loans made by the Declining Lenders, together with all accrued and unpaid interest thereon and all accrued fees and other amounts payable to or for the accounts of the Declining Lenders on the Existing Termination Date, and, upon each Declining Lender’s receipt of such amounts, such Declining Lender shall cease to be a Lender hereunder.

Appears in 1 contract

Samples: Revolving Credit Agreement (Southwest Gas Holdings, Inc.)

Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Termination Date. (b) The Borrower may terminate the Total Commitment, or reduce the amount thereof, by (i) giving written notice to the Administrative Agent, not later than 5:00 P.M., New York time, on the fifth Business Day prior to the date of termination or reduction and (ii) paying the amount of the Commitment Fees accrued through such date of termination or reduction. Reductions of the Total Commitment shall be in the amount of $~~5,000,000~~ 2,500,000 or in integral multiples of $1,000,000 in excess thereof (or, if the amount of the Available Commitment is less than $~~5,000,000~~2,500,000, then all of such lesser amount), but shall not exceed the Available Commitment in effect immediately before giving effect to such reduction. Any termination, and all reductions, of the Total Commitment shall be permanent. (c) The Borrower may from time to time, at its sole expense and effort after consulting with the Administrative Agent, request: (i) one or more Lenders to increase (in the sole and absolute discretion of each such Lender) the amount of their respective Commitments and/or (ii) one or more other lending institutions reasonably acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld) (each, a “New Lender”) to become “Lenders” and extend Commitments hereunder (each such Lender and each New Lender being herein referred to as a “Proposed Lender”). To request an increase pursuant to this Section 2.03(c), the Borrower shall submit to the Administrative Agent an Increase Request, in the form annexed hereto as Exhibit G, signed by the Borrower, which shall be irrevocable and shall specify, as the case may be: (A) each such Lender and the amount of the proposed increase in its Commitment, or (B) the proposed Commitment for such New Lender. Promptly following receipt of an Increase Request, the Administrative Agent shall advise each Lender of the details thereof. If one or more of such Proposed Lenders shall have unconditionally agreed to such Increase Request in a writing delivered to the Borrower and the Administrative Agent (each such existing Lender and New Lender being hereinafter referred to as an “Incremental Lender”), then: (1) each such Incremental Lender which shall then be an existing Lender shall have its Commitment increased by the amount set forth in such Increase Request, and (2) each such New Lender shall be and become a “Lender” hereunder having a Commitment equal to the amount set forth therefor in such Increase Request, provided, however, that in each such case: (I) immediately before and after giving effect thereto, no Default or Event of Default shall or would exist, (II) each such Incremental Lender shall have executed and delivered to the Administrative Agent a supplement to this Agreement, in the form annexed hereto as Exhibit I, providing for its increased Commitment or its Commitment, as applicable, in form approved by the Administrative Agent, (III) immediately after giving effect thereto, the Total Commitment under this Agreement shall not exceed $~~500,000,000~~300,000,000, (IV) each such Increase Request shall be in an aggregate minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, and (V) the Commitment extended by any such Incremental Lender which is a New Lender shall be in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) Simultaneously with each increase in the aggregate amount of the Commitments under Section 2.03(c), each Incremental Lender shall, to the extent necessary, purchase from each other Lender, and each other Lender shall sell to each Incremental Lender, in each case at par and without representation, warranty, or recourse (in accordance with and subject to the restrictions contained in Section 10.03), such principal amount of the Loans of such other Lender, together with all accrued and unpaid interest thereon, as will result, after giving effect to such transaction, in each Lender’s Applicable Percentage of Loans outstanding being equal to such Lender’s Applicable Percentage of all Loans, provided that each such assignor Lender shall have received (to the extent of the interests, rights and obligations assigned) payment of the outstanding principal amount of such Loans, accrued interest thereon, accrued fees, commissions and all other amounts payable to it under the Credit Documents from the applicable assignee Lenders (to the extent of such outstanding principal and accrued interest, fees and commissions) or the Borrower (in the case of all other amounts). (e) The Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 90 days prior to the first, second, third, fourth and/or fifth anniversary of the Restatement Effective Date, an Extension Request, in the form annexed hereto as Exhibit H, signed by the Borrower, request that the Lenders extend the Termination Date then in effect and the Commitments for an additional period of one year. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 15th day after the date of the Administrative Agent’s receipt of the Borrower’s extension request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request in their sole and absolute discretion, then the Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Termination Date theretofore in effect. The decision to agree or withhold agreement to any Termination Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Termination Date in effect prior to giving effect to any such extension (such Termination Date being called the “Existing Termination Date”). Notwithstanding the foregoing provisions of this Section 2.03(e), the Borrower shall have the right, with the prior written consent (not to be unreasonably withheld) of the Administrative Agent, at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or Eligible Institution that will agree to a request for the extension of the Termination Date then in effect, and any such Replacement Lender shall for all purposes constitute a Consenting Lender; provided, however, that in each such case (i) each such Replacement Lender shall have executed and delivered to the Administrative Agent a supplement to this Agreement, in the form annexed hereto as Exhibit J, providing for its Commitment, and (ii) the Declining Lender shall assign, in accordance with Section 10.03(a), all or part, as the case may be, of its Loans, Commitment, Revolving Credit Note and other rights and obligations under this Agreement and all other Credit Documents to such Replacement Lender, in exchange for payment of the principal of, and interest accrued to the date of such payment on, Loans owing to such Declining Lender and any accrued Commitment Fees owing to such Declining Lender; and upon such payments, the obligations of such Declining Lender hereunder in respect of its Commitment shall, by the provisions hereof, be released and discharged and such Replacement Lender shall be and become a “Lender” hereunder having a Commitment equal to the amount set forth therefor in such supplement. Notwithstanding the foregoing, no extension of the Termination Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Lender under Section 6.01(c), (d), (e)(ii) (it being understood and agreed that the date referred to in Section 6.01(e)(ii) shall refer to the date of the then most recently delivered audited financial statements required to be delivered pursuant to Section 7.01(a)(i)), (e)(iii), (e)(iv) and (e)(v), giving effect to such extension and (ii) on the date on which the Required Lenders shall have agreed to an extension request, (A) the conditions set forth in Section 6.02(b) shall be satisfied and (B) the representations and warranties contained in Section 5.01 shall be true and correct in all material respects (except to the extent that any representation or warranty speaks as of a date certain), except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty shall be true and correct in all respects), and the Administrative Agent shall have received a certificate with respect to the matters referred to in clauses (A) and (B) dated such date and executed by a Responsible Officer. Unless a Declining Lender ceases to be a Lender hereunder pursuant to the above provisions in this Section 2.03(e), the Borrower hereby agrees to pay to the Administrative Agent in accordance with the terms of this Agreement, for distribution to the Declining Lenders, all of the outstanding Loans made by the Declining Lenders, together with all accrued and unpaid interest thereon and all accrued fees and other amounts payable to or for the accounts of the Declining Lenders on the Existing Termination Date, and, upon each Declining Lender’s receipt of such amounts, such Declining Lender shall cease to be a Lender hereunder.

Appears in 1 contract

Samples: Revolving Credit Agreement (Southwest Gas Holdings, Inc.)

Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Termination Date. (b) The Borrower may terminate the Total Commitment, or reduce the amount thereof, by (i) giving written notice to the Administrative Agent, not later than 5:00 P.M., New York time, on the fifth Business Day prior to the date of termination or reduction and (ii) paying the amount of the Commitment Fees accrued through such date of termination or reduction. Reductions of the Total Commitment shall be in the amount of $5,000,000 or in integral multiples of $1,000,000 in excess thereof (or, if the amount of the Available Commitment is less than $5,000,000, then all of such lesser amount), but shall not exceed the Available Commitment in effect immediately before giving effect to such reduction. Any termination, and all reductions, of the Total Commitment shall be permanent. (c) The Borrower may from time to time, at its sole expense and effort after consulting with the Administrative Agent, request: (i) one or more Lenders reasonably acceptable to the Administrative Agent to increase (in the sole and absolute discretion of each such Lender) the amount of their respective Commitments and/or (ii) one or more other lending institutions ~~reasonably~~ acceptable to the Administrative Agent ~~(such acceptance not to be unreasonably withheld)~~ (each, a “New Lender”) to become “Lenders” and extend Commitments hereunder (each such Lender and each New Lender being herein referred to as a “Proposed Lender”). To request an increase pursuant to this Section 2.03(c), the Borrower shall submit to the Administrative Agent an Increase Request, in the form annexed hereto as Exhibit G, signed by the Borrower, which shall be irrevocable and shall specify, as the case may be: (A) each such Lender and the amount of the proposed increase in its Commitment, or (B) the proposed Commitment for such New Lender. Promptly following receipt of an Increase Request, the Administrative Agent shall advise each Lender of the details thereof. If one or more of such Proposed Lenders shall have unconditionally agreed to such Increase Request in a writing delivered to the Borrower and the Administrative Agent (each such existing Lender and New Lender being hereinafter referred to as an “Incremental Lender”), then: (1) each such Incremental Lender which shall then be an existing Lender shall have its Commitment increased by the amount set forth in such Increase Request, and (2) each such New Lender shall be and become a “Lender” hereunder having a Commitment equal to the amount set forth therefor in such Increase Request, provided, however, that in each such case: (I) immediately before and after giving effect thereto, no Default or Event of Default shall or would exist, (II) each such Incremental Lender shall have executed and delivered to the Administrative Agent a supplement to this Agreement, in the form annexed hereto as Exhibit I, providing for its increased Commitment or its Commitment, as applicable, in form approved by the Administrative Agent, (III) immediately after giving effect thereto, the Total Commitment under this Agreement shall not exceed $~~500,000,000~~400,000,000, (IV) each such Increase Request shall be in an aggregate minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, and (V) the Commitment extended by any such Incremental Lender which is a New Lender shall be in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) Simultaneously with each increase in the aggregate amount of the Commitments under Section 2.03(c), each Incremental Lender shall, to the extent necessary, purchase from each other Lender, and each other Lender shall sell to each Incremental Lender, in each case at par and without representation, warranty, or recourse (in accordance with and subject to the restrictions contained in Section 10.03), such principal amount of the Loans of such other Lender, together with all accrued and unpaid interest thereon, as will result, after giving effect to such transaction, in each Lender’s Applicable Percentage of Loans outstanding being equal to such Lender’s Applicable Percentage of all Loans, provided that each such assignor Lender shall have received (to the extent of the interests, rights and obligations assigned) payment of the outstanding principal amount of such Loans, accrued interest thereon, accrued fees, commissions and all other amounts payable to it under the Credit Documents from the applicable assignee Lenders (to the extent of such outstanding principal and accrued interest, fees and commissions) or the Borrower (in the case of all other amounts). (e) The Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 90 days prior to the first, second, third, fourth and/or fifth anniversary of the ~~Restatement~~ Effective Date, an Extension Request, in the form annexed hereto as Exhibit H, signed by the Borrower, request that the Lenders extend the Termination Date then in effect and the Commitments for an additional period of one year. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 15th day after the date of the Administrative Agent’s receipt of the Borrower’s extension request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request in their sole and absolute discretion, then the Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Termination Date theretofore in effect. The decision to agree or withhold agreement to any Termination Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Termination Date in effect prior to giving effect to any such extension (such Termination Date being called the “Existing Termination Date”). Notwithstanding the foregoing provisions of this Section 2.03(e), the Borrower shall have the right, with the prior written consent (not to be unreasonably withheld) of the Administrative Agent, at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or Eligible Institution that will agree to a request for the extension of the Termination Date then in effect, and any such Replacement Lender shall for all purposes constitute a Consenting Lender; , provided, however, that in each such case (i) each such Replacement Lender shall have executed and delivered to the Administrative Agent a supplement to this Agreement, in the form annexed hereto as Exhibit J, providing for its Commitment, and (ii) the Declining Lender shall assign, in accordance with Section 10.03(a), all or part, as the case may be, of its Loans, Commitment, Revolving Credit Note and other rights and obligations under this Agreement and all other Credit Documents to such Replacement Lender, in exchange for payment of the principal of, and interest accrued to the date of such payment on, Loans owing to such Declining Lender and any accrued Commitment Fees owing to such Declining Lender; and upon such payments, the obligations of such Declining Lender hereunder in respect of its Commitment shall, by the provisions hereof, be released and discharged and such Replacement Lender shall be and become a “Lender” hereunder having a Commitment equal to the amount set forth therefor in such supplement. Notwithstanding the foregoing, no extension of the Termination Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Lender under Section 6.01(c), (d), (e)(ii) (it being understood and agreed that the date referred to in Section 6.01(e)(ii) shall refer to the date of the then most recently delivered audited financial statements required to be delivered pursuant to Section 7.01(a)(i)), (e)(iii), (e)(iv) and (e)(v), giving effect to such extension and (ii) on the date on which the Required Lenders shall have agreed to an extension request, (A) the conditions set forth in Section 6.02(b) shall be satisfied and (B) the representations and warranties contained in Section 5.01 shall be true and correct in all material respects (except to the extent that any representation or warranty speaks as of a date certain), except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty shall be true and correct in all respects), and the Administrative Agent shall have received a certificate with respect to the matters referred to in clauses (A) and (B) dated such date and executed by a Responsible Officer. Unless a Declining Lender ceases to be a Lender hereunder pursuant to the above provisions in this Section 2.03(e), the Borrower hereby agrees to pay to the Administrative Agent in accordance with the terms of this Agreement, for distribution to the Declining Lenders, all of the outstanding Loans made by the Declining Lenders, together with all accrued and unpaid interest thereon and all accrued fees and other amounts payable to or for the accounts of the Declining Lenders on the Existing Termination Date, and, upon each Declining Lender’s receipt of such amounts, such Declining Lender shall cease to be a Lender hereunder.

Appears in 1 contract

Samples: Revolving Credit Agreement (Southwest Gas Corp)

Common use of Termination, Reduction, Increase and Extension of Commitments Clause in Contracts