Extension of Commitment Termination Date. (a) The Company may, by notice to the Administrative Agent (which shall promptly notify the Banks) not less than 45 days and not more than 60 days prior to each of the first and second anniversaries of the date of this Agreement (a "Relevant Anniversary Date"), request that the Banks extend the Commitment Termination Date (the "Existing Commitment Termination Date") for one year after such Existing Commitment Termination Date. Each Bank, acting in its sole discretion, shall, by notice to the Company and the Administrative Agent given not later than the date (herein, the "Consent Date") that is 30 days immediately after the date of such request (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day) but not more than 15 days prior to the Consent Date, advise the Company and the Administrative Agent whether or not such Bank agrees to such extension; provided that, if such Bank gives notice of its consent to such extension not later than Consent Date, such Bank may revoke such consent at any time not later than the Consent Date by giving notice of such revocation to the Company and the Administrative Agent; and provided further that each Bank that determines not to extend the Commitment Termination Date (a "Non-extending Bank") shall notify the Administrative Agent (which shall notify the Banks) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Bank that does not advise the Company on or before the Consent Date shall be deemed to be a Non-extending Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to so agree. (b) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date shall be at least 66-2/3% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, the Company shall have the right on or before the Relevant Anniversary Date to replace each Non-extending Bank with, and otherwise add to this Agreement, one or more other banks (which may include any Bank, each prior to the Relevant Anniversary Date an "Additional Commitment Bank") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Banks shall have entered into an agreement in form and substance satisfactory to the Company and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as of the Relevant Anniversary Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's Commitment hereunder on such date). (c) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date together with the additional Commitments of the Additional commitment Banks that will become effective on the Anniversary Date shall aggregate 100% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, then, effective as of the Relevant Anniversary Date, the Existing Commitment Termination Date shall be extended to the date falling one-year after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "Bank" for all purposes of this Agreement. Notwithstanding the foregoing, the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless: (i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Relevant Anniversary Date; (ii) each of the representations and warranties made by the Company in Section 7 hereof shall be true and complete on and as of each of the date of the notice requesting such extension, the Consent Date and the Relevant Anniversary Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) each Non-extending Bank shall have been paid in full by the Company all amounts owing to such Bank hereunder on or before the Relevant Anniversary Date. Even if the Existing Commitment Termination Date is extended as aforesaid, the Commitment of each Non-extending Bank shall terminate on the Existing Commitment Termination Date.
Appears in 1 contract
Extension of Commitment Termination Date. (a) The Company Borrower may, by notice to the Administrative Agent (which shall promptly notify the Banks) not less earlier than 45 days and not more prior to any anniversary of the Second Amendment Effective Date (each, an “Anniversary Date”) but no later than 60 30 days prior to each of the first and second anniversaries of the date of this Agreement (a "Relevant any such Anniversary Date"), request that the Banks each Bank extend such Bank’s Commitment Termination Date for an additional one year after the Commitment Termination Date then in effect for such Bank hereunder (the "“Existing Commitment Termination Date"”); provided, however, the Borrower may request no more than two extensions pursuant to this Section.
(b) for one year after such Existing Commitment Termination Date. Each In the event it receives a notice from the Administrative Agent pursuant to Section 2.22(a), each Bank, acting in its sole and individual discretion, shall, by notice to the Company and the Administrative Agent given not earlier than 30 days prior to the applicable Anniversary Date and not later than the date (herein, the "Consent “Bank Extension Notice Date"”) that is 30 days immediately after the date of such request (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day) but not more than 15 20 days prior to the Consent applicable Anniversary Date, advise the Company and the Administrative Agent whether or not such Bank agrees to such extension; provided that, if such Bank gives notice of its consent to such extension not later than Consent Date, such Bank may revoke such consent at any time not later than the Consent Date by giving notice of such revocation to the Company (and the Administrative Agent; and provided further that each Bank that determines not to so extend the its Existing Commitment Termination Date (a "“Non-extending Extending Bank"”) shall notify the Administrative Agent (which shall notify the Banks) of such fact promptly after such determination (but in any event no later than the Consent Bank Extension Notice Date) )), and any Bank that does not so advise the Company Administrative Agent on or before the Consent Bank Extension Notice Date shall be deemed to be a Non-extending Extending Bank. The election of any Bank to agree to any such extension shall not obligate any other Bank to so agree.
(bc) If The Administrative Agent shall notify the Borrower of each Bank’s determination (and only ifor deemed determination) under this Section no later than the total of the Commitments of the Banks date that have agreed so to extend the Commitment Termination Date shall be at least 66-2/3% of the aggregate amount of the Commitments in effect immediately is 15 days prior to the Consent applicable Anniversary Date, or, if such date is not a Business Day, on the Company next preceding Business Day (the “Specified Date”).
(d) The Borrower shall have the right on or before the Relevant Anniversary fifth Business Day after the Specified Date (the “Extension Date”) to replace each Non-extending Extending Bank with(i) with an existing Bank, and otherwise add to and/or (ii) by adding as “Banks” under this AgreementAgreement in place thereof, one or more other banks Persons (which may include any Bankeach Bank in clauses (i) and (ii), each prior to the Relevant Anniversary Date an "“Additional Commitment Bank") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld”), each of which Additional Commitment Banks shall be an Assignee and shall have entered into an agreement in form and substance satisfactory to the Company Borrower and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as of the Relevant Anniversary Extension Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's ’s Commitment hereunder on such date); provided that the aggregate amount of the Commitments for all Additional Commitment Banks shall be no more than the aggregate amount of the Commitments of all Non-Extending Banks; provided, further, that the existing Banks shall have the right to increase their Commitments up to the amount of the Non-Extending Banks’ Commitments before the Borrower shall have the right to substitute any other Person for any Non-Extending Bank.
(ce) If (and only if) the total aggregate amount of the Commitments of the Banks that have agreed so to extend the their Existing Commitment Termination Date together with Dates plus the aggregate additional Commitments of the Additional commitment Commitment Banks that will become effective on the Anniversary Date shall aggregate 100be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Consent Specified Date, then, effective as of the Relevant Anniversary Extension Date, the Existing Commitment Termination Date of each Bank agreeing to an extension and of each Additional Commitment Bank shall be extended to the date falling one-that is one year after the Existing Commitment Termination Date (except thatDate, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "“Bank" ” for all purposes of this Agreement. .
(f) Notwithstanding the foregoing, the extension of any Bank’s Existing Commitment Termination Date (and the accession of each Additional Commitment Bank) pursuant to this Section shall be effective on the Extension Date only if (i) the following statements shall be true: (A) no Default or Event of Default has occurred and is continuing, or would result from the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless:
and (iB) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Relevant Anniversary Date;
(ii) each of all the representations and warranties made by of the Company Borrower set forth in Section 7 hereof this Agreement shall be true and complete correct in all material respects (without duplication of materiality qualifications otherwise set forth in such representations and warranties, before and after giving effect to such extension), and (ii) on or prior to the Extension Date the Administrative Agent shall have received the following, each dated the Extension Date and in form and substance satisfactory to the Administrative Agent: (1) a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 have been satisfied as of each the Extension Date and, in the case of clauses (c), (d) and (g), setting forth in reasonable detail the calculations required to establish such compliance, (2) a certificate of an officer of the date of Borrower acceptable to the notice requesting such extensionAdministrative Agent stating that all consents, the Consent Date authorizations, notices and the Relevant Anniversary Date filings required or advisable in connection with the same force and effect as if made on and as extension of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and
(iii) each Non-extending Bank shall have been paid in full by the Company all amounts owing to such Bank hereunder on or before the Relevant Anniversary Date. Even if the Existing Commitment Termination Date are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it, (3) an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit F hereof, provided that an enforceability opinion under New York law, that is extended as aforesaidreasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, subject to customary assumptions, qualifications and limitations and (4) such other documents reasonably requested by the Administrative Agent in connection with any such transaction.
(g) Subject to subsection (e) above, the Commitment of each Non-extending any Non- Extending Bank that has not been replaced pursuant to subsection (d) above shall (i) automatically terminate on the its Existing Commitment Termination Date or (ii) at the option of the Borrower, with respect to the Commitments of all Non-Extending Banks that have advised the Borrower of their unwillingness to agree to an extension in response to a notice delivered pursuant to Section 2.22(a), terminate on any Anniversary Date occurring prior thereto (in each case without regard to any extension by any other Bank); it being understood and agreed that such Non-Extending Bank’s participations in Letters of Credit outstanding on such Existing Commitment Termination Date or such Anniversary Date., as the case may be, shall terminate thereon and any and all fees and expenses owed to each Non- Extending Bank as of that date shall be paid by the Borrower to such Non-
Appears in 1 contract
Sources: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Extension of Commitment Termination Date. (a) The Company Borrower may, by notice to the Administrative Agent (which shall promptly notify the Banks) not less earlier than 45 days and not more prior to any anniversary of the Second Amendment Effective Date (each, an “Anniversary Date”) but no later than 60 30 days prior to each of the first and second anniversaries of the date of this Agreement (a "Relevant any such Anniversary Date"), request that the Banks each Bank extend such Bank’s Commitment Termination Date for an additional one year after the Commitment Termination Date then in effect for such Bank hereunder (the "“Existing Commitment Termination Date"”); provided, however, the Borrower may request no more than two extensions pursuant to this Section.
(b) for one year after such Existing Commitment Termination Date. Each In the event it receives a notice from the Administrative Agent pursuant to Section 2.22(a), each Bank, acting in its sole and individual discretion, shall, by notice to the Company and the Administrative Agent given not earlier than 30 days prior to the applicable Anniversary Date and not later than the date (herein, the "Consent “Bank Extension Notice Date"”) that is 30 days immediately after the date of such request (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day) but not more than 15 20 days prior to the Consent applicable Anniversary Date, advise the Company and the Administrative Agent whether or not such Bank agrees to such extension; provided that, if such Bank gives notice of its consent to such extension not later than Consent Date, such Bank may revoke such consent at any time not later than the Consent Date by giving notice of such revocation to the Company (and the Administrative Agent; and provided further that each Bank that determines not to so extend the its Existing Commitment Termination Date (a "“Non-extending Extending Bank"”) shall notify the Administrative Agent (which shall notify the Banks) of such fact promptly after such determination (but in any event no later than the Consent Bank Extension Notice Date) )), and any Bank that does not so advise the Company Administrative Agent on or before the Consent Bank Extension Notice Date shall be deemed to be a Non-extending Extending Bank. The election of any Bank to agree to any such extension shall not obligate any other Bank to so agree.
(bc) If The Administrative Agent shall notify the Borrower of each Bank’s determination (and only ifor deemed determination) under this Section no later than the total of the Commitments of the Banks date that have agreed so to extend the Commitment Termination Date shall be at least 66-2/3% of the aggregate amount of the Commitments in effect immediately is 15 days prior to the Consent applicable Anniversary Date, or, if such date is not a Business Day, on the Company next preceding Business Day (the “Specified Date”).
(d) The Borrower shall have the right on or before the Relevant Anniversary fifth Business Day after the Specified Date (the “Extension Date”) to replace each Non-extending Extending Bank with(i) with an existing Bank, and otherwise add to and/or (ii) by adding as “Banks” under this AgreementAgreement in place thereof, one or more other banks Persons (which may include any Bankeach Bank in clauses (i) and (ii), each prior to the Relevant Anniversary Date an "“Additional Commitment Bank") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld”), each of which Additional Commitment Banks shall be an Assignee and shall have entered into an agreement in form and substance satisfactory to the Company Borrower and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as of the Relevant Anniversary Extension Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's ’s Commitment hereunder on such date); provided that the aggregate amount of the Commitments for all Additional Commitment Banks shall be no more than the aggregate amount of the Commitments of all Non-Extending Banks; provided, further, that the existing Banks shall have the right to increase their Commitments up to the amount of the Non-Extending Banks’ Commitments before the Borrower shall have the right to substitute any other Person for any Non-Extending Bank.
(ce) If (and only if) the total aggregate amount of the Commitments of the Banks that have agreed so to extend the their Existing Commitment Termination Date together with Dates plus the aggregate additional Commitments of the Additional commitment Commitment Banks that will become effective on the Anniversary Date shall aggregate 100be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Consent Specified Date, then, effective as of the Relevant Anniversary Extension Date, the Existing Commitment Termination Date of each Bank agreeing to an extension and of each Additional Commitment Bank shall be extended to the date falling one-that is one year after the Existing Commitment Termination Date (except thatDate, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "“Bank" ” for all purposes of this Agreement. .
(f) Notwithstanding the foregoing, the extension of any Bank’s Existing Commitment Termination Date (and the accession of each Additional Commitment Bank) pursuant to this Section shall be effective on the Extension Date only if (i) the following statements shall be true: (A) no Default or Event of Default has occurred and is continuing, or would result from the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless:
and (iB) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Relevant Anniversary Date;
(ii) each of all the representations and warranties made by of the Company Borrower set forth in Section 7 hereof this Agreement shall be true and complete correct in all material respects (without duplication of materiality qualifications otherwise set forth in such representations and warranties, before and after giving effect to such extension), and (ii) on or prior to the Extension Date the Administrative Agent shall have received the following, each dated the Extension Date and in form and substance satisfactory to the Administrative Agent: (1) a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 have been satisfied as of each the Extension Date and, in the case of clauses (c), (d) and (g), setting forth in reasonable detail the calculations required to establish such compliance, (2) a certificate of an officer of the date of Borrower acceptable to the notice requesting such extensionAdministrative Agent stating that all consents, the Consent Date authorizations, notices and the Relevant Anniversary Date filings required or advisable in connection with the same force and effect as if made on and as extension of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and
(iii) each Non-extending Bank shall have been paid in full by the Company all amounts owing to such Bank hereunder on or before the Relevant Anniversary Date. Even if the Existing Commitment Termination Date are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it, (3) an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit F hereof, provided that an enforceability opinion under New York law, that is extended as aforesaidreasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, subject to customary assumptions, qualifications and limitations and (4) such other documents reasonably requested by the Administrative Agent in connection with any such transaction.
(g) Subject to subsection (e) above, the Commitment of any Non-Extending Bank that has not been replaced pursuant to subsection (d) above shall (i) automatically terminate on its Existing Commitment Termination Date or (ii) at the option of the Borrower, with respect to the Commitments of all Non-Extending Banks that have advised the Borrower of their unwillingness to agree to an extension in response to a notice delivered pursuant to Section 2.22(a), terminate on any Anniversary Date occurring prior thereto (in each case without regard to any extension by any other Bank); it being understood and agreed that such Non-Extending Bank’s participations in Letters of Credit outstanding on such Existing Commitment Termination Date or such Anniversary Date, as the case may be, shall terminate thereon and any and all fees and expenses owed to each Non-extending Extending Bank as of that date shall terminate on be paid by the Existing Commitment Termination DateBorrower to such Non-Extending Bank.
Appears in 1 contract
Sources: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Extension of Commitment Termination Date. (a) The Company Borrower may, by notice to the Administrative Agent (which shall promptly notify the Banks) not less earlier than 45 days and not more prior to any anniversary of the Fourth Amendment Effective DateNovember 28, 2021 (each, an “Anniversary Date”) but no later than 60 30 days prior to each of the first and second anniversaries of the date of this Agreement (a "Relevant any such Anniversary Date"), request that the Banks each Bank extend such Bank’s Commitment Termination Date for an additional one year after the Commitment Termination Date then in effect for such Bank hereunder (the "“Existing Commitment Termination Date"”); provided, however, the Borrower may request no more than two extensions pursuant to this Section.
(b) for one year after such Existing Commitment Termination Date. Each In the event it receives a notice from the Administrative Agent pursuant to Section 2.22(a), each Bank, acting in its sole and individual discretion, shall, by notice to the Company and the Administrative Agent given not earlier than 30 days prior to the applicable Anniversary Date and not later than the date (herein, the "Consent “Bank Extension Notice Date"”) that is 30 days immediately after the date of such request (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day) but not more than 15 20 days prior to the Consent applicable Anniversary Date, advise the Company and the Administrative Agent whether or not such Bank agrees to such extension; provided that, if such Bank gives notice of its consent to such extension not later than Consent Date, such Bank may revoke such consent at any time not later than the Consent Date by giving notice of such revocation to the Company (and the Administrative Agent; and provided further that each Bank that determines not to so extend the its Existing Commitment Termination Date (a "“Non-extending Extending Bank"”) shall notify the Administrative Agent (which shall notify the Banks) of such fact promptly after such determination (but in any event no later than the Consent Bank Extension Notice Date) )), and any Bank that does not so advise the Company Administrative Agent on or before the Consent Date shall be deemed to be a Non-extending Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to so agree.
(b) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date shall be at least 66-2/3% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, the Company Extension Notice Agent shall have received the right on or before the Relevant Anniversary Date to replace each Non-extending Bank with, and otherwise add to this Agreement, one or more other banks (which may include any Bankfollowing, each prior to dated the Relevant Anniversary Extension Date an "Additional Commitment Bank") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Banks shall have entered into an agreement and in form and substance satisfactory to the Company Administrative Agent: (1) a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 have been satisfied as of the Extension Date and, in the case of clauses (c), (d) and (g), setting forth in reasonable detail the calculations required to establish such compliance, (2) a certificate of an officer of the Borrower acceptable to the Administrative Agent pursuant to which such Additional Commitment Bank shallstating that all consents, effective as of the Relevant Anniversary Dateauthorizations, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be notices and filings required or advisable in addition to such Bank's Commitment hereunder on such date).
(c) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date together connection with the additional Commitments of the Additional commitment Banks that will become effective on the Anniversary Date shall aggregate 100% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, then, effective as of the Relevant Anniversary Date, the Existing Commitment Termination Date shall be extended to the date falling one-year after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "Bank" for all purposes of this Agreement. Notwithstanding the foregoing, the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless:
(i) no Default are in full force and effect, and the Administrative Agent shall have occurred and be continuing on each received evidence thereof reasonably satisfactory to it, (3) an opinion of the date General Counsel of the notice requesting such extensionBorrower, on substantially in the Consent Date and on form of Exhibit F hereof, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Relevant Anniversary Date;
(ii) each of the representations and warranties made Administrative Agent, shall be furnished by the Company Borrower’s New York counsel, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ USFoley & Lardner LLP, subject to customary assumptions, qualifications and limitations and (4) such other documents reasonably requested by the Administrative Agent in Section 7 hereof shall be true and complete on and as of each of the date of the notice requesting such extension, the Consent Date and the Relevant Anniversary Date connection with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and
(iii) each Non-extending Bank shall have been paid in full by the Company all amounts owing to such Bank hereunder on or before the Relevant Anniversary Date. Even if the Existing Commitment Termination Date is extended as aforesaid, the Commitment of each Non-extending Bank shall terminate on the Existing Commitment Termination Datetransaction.
Appears in 1 contract
Sources: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Extension of Commitment Termination Date. (a) The Company may, by notice to the Administrative Agent (which shall promptly notify the Banks) not less than 45 days 60 and not more than 60 90 days prior to each of the first and second anniversaries of the date of this Agreement (a "Relevant Anniversary Date"), request that the Banks extend the Commitment Termination Date (the "Existing Commitment Termination Date") for one year after such Existing Commitment Termination Date). Each Bank, acting in its sole discretion, shall, by notice to the Company and the Administrative Agent given not later than the date (herein, the "Consent Date") that is 30 days immediately after the date of such request (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day) but not more than 15 days prior to the Consent Date), advise the Company and the Administrative Agent whether or not such Bank agrees to such extension; provided that, if such Bank gives notice of its consent to such extension not later than Consent Date, such Bank may revoke such consent at any time not later than the Consent Date by giving notice of such revocation to the Company and the Administrative Agent; and provided further that each Bank that determines not to extend the Commitment Termination Date (a "Non-extending Bank") shall notify the Administrative Agent (which shall notify the Banks) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Bank that does not advise the Company on or before the Consent Date shall be deemed to be a Non-extending Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to so agree.
(b) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date shall be at least 66-2/3% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, the Company shall have the right on or before the Relevant Anniversary Date to replace each such Non-extending Bank with, and otherwise add to this Agreement, one or more other banks (which may include any Bank, each prior to the Relevant Anniversary Date an "Additional Commitment Bank") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Banks shall have entered into an agreement in form and substance satisfactory to the Company and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as of the Relevant Anniversary Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's Commitment hereunder on such date).
(c) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date together with the additional Commitments of the Additional commitment Commitment Banks that will become effective on the Relevant Anniversary Date shall aggregate 100% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, then, then effective as of the Relevant Anniversary Date, the Existing Commitment Termination Date shall be extended to the date falling one-one year after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "Bank" for all purposes of this Agreement. Notwithstanding the foregoing, the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless:
(i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Relevant Anniversary Date;
(ii) each of the representations and warranties made by the Company in Section 7 hereof shall be true and complete on and as of each of the date of the notice requesting such extension, the Consent Date and the Relevant Anniversary Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and
(iii) each Non-extending Bank shall have been paid in full by the Company all amounts owing to such Bank hereunder on or before the Relevant Anniversary Date. Even if the Existing Commitment Termination Date is extended as aforesaid, the Commitment of each Non-extending Bank shall terminate on the Existing Commitment Termination Date.
Appears in 1 contract
Extension of Commitment Termination Date. (a) The Company So long as no Event of Default has occurred and is continuing, the Borrower may, by notice to the Administrative Agent (which shall promptly notify the Banks) not less than upon at least 45 days and not more than 60 days prior to each of the first and and/or second anniversaries anniversary of the date of this Agreement (a "Relevant Anniversary Date"), request that the Banks extend the Commitment Termination Date (the "Existing Commitment Termination Date") for one year after such Existing Commitment Termination Date. Each Bank, acting in its sole discretion, shallhereof, by written notice to the Company and the Administrative Agent given not later than the date (herein, the "Consent Date") that is 30 days immediately after the date who shall promptly provide a copy of such request (except thatnotice to each Bank), if such date is not a Business Day, such notice shall be given on the next succeeding Business Day) but not more than 15 days prior to the Consent Date, advise the Company and the Administrative Agent whether or not such Bank agrees to such extension; provided that, if such Bank gives notice of its consent to such extension not later than Consent Date, such Bank may revoke such consent at any time not later than the Consent Date by giving notice of such revocation to the Company and the Administrative Agent; and provided further that each Bank that determines not propose to extend the Commitment Termination Date (by one year. Each Bank may, not more than 30 days nor less than 20 days prior to such anniversary date, elect by written notice to the Borrower and the Agent to extend its Commitment Termination Date by a "Non-extending Bank") shall period of one year. The Agent will notify the Administrative Agent (which shall notify Borrower, in writing of the Banks) of such fact promptly after such determination (but in any event ’ decisions no later than the Consent 15 days prior to such anniversary date. No Bank (or any successor thereto) shall have any obligation to extend its Commitment Termination Date) , and any decision by a Bank to extend its Commitment Termination Date shall be made in its sole discretion independently from any other Bank. Any Bank that does not advise respond to a request to extend the Company on or before the Consent Commitment Termination Date shall be deemed to be a Non-extending Consenting Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to so agree.
(b) If any Bank shall not elect to extend its Commitment Termination Date pursuant to paragraph (a) (each such Bank being a “Non-Consenting Bank”), the Borrower may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Banks) which at the time agrees to accept an assignment of the Commitment of the Non-Consenting Bank in accordance with Section 11.11; provided, however, that (i) any Additional Bank must meet the criteria for an Eligible Assignee and only ifmust in all other respects be acceptable to the Agent and the Swingline Bank, which acceptance will not be unreasonably withheld or delayed; (ii) the total amount of the Commitments Commitment of any such Additional Bank as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Banks Commitment of such Non-Consenting Bank is less than $5,000,000, in which case such Additional Bank shall assume all of such lesser amount; (iii) any such Non-Consenting Bank shall have been paid (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Bank plus (B) any accrued but unpaid commitment fees owing to such Non-Consenting Bank as of the effective date of such assignment; (iv) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Bank, and all other accrued and unpaid amounts owing to such Non-Consenting Bank hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Bank; and (v) with respect to any such Additional Bank, the applicable processing and recordation fee required under Section 11.11 for such assignment shall have been paid. To the extent that have agreed so to extend the Commitment Termination Date is not extended as to any Bank pursuant to this Section 2.7 and the Commitment of such Bank is not assumed in accordance with this subsection (b), the Commitment of such Non-Consenting Bank shall be automatically terminate in whole on such unextended Commitment Termination Date without any further notice or other action by the Borrower, such Bank or any other Person; provided that such Non-Consenting Bank’s rights under Sections 4.3, 5.4, 6.5 and 12.10, and its obligations under Section 11.5, shall survive the Commitment Termination Date for such Bank as to matters occurring prior to such date.
(c) If (after giving effect to any assignments pursuant to subsection (b) of this Section 2.7) Banks having Commitments equal to at least 66-2/350% of the aggregate amount of the Commitments in effect immediately prior to the Consent Dateapplicable anniversary date consent in writing to a requested extension (whether by execution or delivery of an Assignment Certificate or otherwise) not later than one Business Day prior to such anniversary date, the Company Agent shall have so notify the right on or before the Relevant Anniversary Date to replace each Non-extending Bank withBorrower, and otherwise add to this Agreement, one or more other banks (which may include any Bank, each prior to the Relevant Anniversary Date an "Additional Commitment Bank") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Banks shall have entered into an agreement in form and substance satisfactory to the Company and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as of the Relevant Anniversary Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's Commitment hereunder on such date).
(c) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date together with the additional Commitments of the Additional commitment Banks that will become effective on the Anniversary Date shall aggregate 100% of the aggregate amount of the Commitments then in effect immediately prior to the Consent Date, then, effective as of the Relevant Anniversary Date, the Existing Commitment Termination Date shall be extended to for the date falling additional one-year after period as described in subsection (a) of this Section 2.7, and all references in this Agreement, and in the Existing Revolving Notes to the “Commitment Termination Date (except thatDate” shall, if with respect to each Bank other than a Non-Consenting Bank for such date is not a Business Dayextension, such refer to the Commitment Termination Date as so extended extended. Promptly following each extension of the Commitment Termination Date, the Agent shall be notify the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "Bank" for all purposes Banks of this Agreement. Notwithstanding the foregoing, the extension of the Existing scheduled Commitment Termination Date shall not be effective with respect to any Bank unless:
(i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Relevant Anniversary Date;
(ii) each of the representations and warranties made by the Company in Section 7 hereof shall be true and complete on and as of each of the date of the notice requesting such extension, the Consent Date and the Relevant Anniversary Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and
(iii) each Non-extending Bank shall have been paid in full by the Company all amounts owing to such Bank hereunder on or before the Relevant Anniversary Date. Even if the Existing Commitment Termination Date is extended as aforesaid, the Commitment of each Non-extending Bank shall terminate on the Existing Commitment Termination Dateimmediately prior thereto.
Appears in 1 contract
Sources: Five Year Credit Agreement (3m Co)
Extension of Commitment Termination Date. (a) The Company Borrower may, at any one time in any calendar year, by notice to the Administrative Agent (which shall promptly notify the Banks) not less later than 45 30 days prior to the proposed Extension Date (as defined below), and on not more than 60 days prior to each of one occasiontwo occasions following the first and second anniversaries of the date of this Agreement (a "Relevant Anniversary FirstSecond Amendment Effective Date"), request that the Banks each 20272028 Bank extend the such 20272028 Bank’s 20272028 Commitment Termination Date for an additional one year after the 20272028 Commitment Termination Date then in effect for such 20272028 Bank hereunder (the "“Existing Commitment Termination Date") for one year after such Existing ”); provided, however, that the Extended Commitment Termination Date shall not be more than five (5) years later than the applicable Extension Date. Each .
(b) In the event it receives a notice from the Administrative Agent pursuant to Section 2.22(a), each 20272028 Bank, acting in its sole and individual discretion, shall, by notice to the Company and the Administrative Agent given not earlier than 30 days prior to the applicable Extension Date and not later than the date (herein, the "Consent “Bank Extension Notice Date"”) that is 30 days immediately after the date of such request (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day) but not more than 15 20 days prior to the Consent applicable Extension Date, advise the Company and the Administrative Agent whether or not such 20272028 Bank agrees to such extension; provided that, if such Bank gives notice of its consent to such extension not later than Consent Date, such Bank may revoke such consent at any time not later than the Consent Date by giving notice of such revocation to the Company (and the Administrative Agent; and provided further that each Bank that determines not to so extend the its Existing Commitment Termination Date (a "“Non-extending Extending Bank"”) shall notify the Administrative Agent (which shall notify the Banks) of such fact promptly after such determination (but in any event no later than the Consent Bank Extension Notice Date) )), and any 20272028 Bank that does not so advise the Company Administrative Agent on or before the Consent Bank Extension Notice Date shall be deemed to be a Non-extending Extending Bank. The election of any Bank to agree to any such extension shall not obligate any other Bank to so agree.
(bc) If The Administrative Agent shall notify the Borrower of each Bank’s determination (and only ifor deemed determination) under this Section no later than the total of the Commitments of the Banks date that have agreed so to extend the Commitment Termination Date shall be at least 66-2/3% of the aggregate amount of the Commitments in effect immediately is 15 days prior to the Consent applicable Extension Date, or, if such date is not a Domestic Business Day, on the Company next preceding Business Day (the “Specified Date”).
(d) The Borrower shall have the right on or before the Relevant Anniversary fifth Domestic Business Day after the Specified Date (the “Extension Date”) to replace each Non-extending Extending Bank with(i) with an existing 20272028 Bank, and otherwise add to and/or (ii) by adding as “Banks” under this AgreementAgreement in place thereof, one or more other banks Persons (which may include any Bankeach Bank in clauses (i) and (ii), each prior to the Relevant Anniversary Date an "“Additional Commitment Bank") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld”), each of which Additional Commitment Banks shall be an Assignee and shall have entered into an agreement in form and substance satisfactory to the Company Borrower and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as of the Relevant Anniversary Extension Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's ’s Commitment hereunder on such date); provided that the aggregate amount of the Commitments for all Additional Commitment Banks shall be no more than the aggregate amount of the Commitments of all Non-Extending Banks; provided, further, that the existing 20272028 Banks shall have the right to increase their Commitments up to the amount of the Non-Extending Banks’ Commitments before the Borrower shall have the right to substitute any other Person for any Non-Extending Bank.
(ce) If (and only if) the total aggregate amount of the Commitments of the Banks that have agreed so to extend the their Existing Commitment Termination Date together with Dates plus the aggregate additional Commitments of the Additional commitment Commitment Banks that will become effective on the Anniversary Date shall aggregate 100be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Consent Specified Date, then, effective as of the Relevant Anniversary Extension Date, the Existing Commitment Termination Date of each 20272028 Bank agreeing to an extension and of each Additional Commitment Bank shall be extended to the date falling one-that is one year after the Existing Commitment Termination Date (except thatDate, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "“Bank" ” for all purposes of this Agreement. .
(f) Notwithstanding the foregoing, the extension of any 20272028 Bank’s Existing Commitment Termination Date (and the accession of each Additional Commitment Bank) pursuant to this Section shall be effective on the Extension Date only if (i) the following statements shall be true: (A) no Default or Event of Default has occurred and is continuing, or would result from the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless:
and (iB) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Relevant Anniversary Date;
(ii) each of all the representations and warranties made by of the Company Borrower set forth in Section 7 hereof this Agreement shall be true and complete correct in all material respects (without duplication of materiality qualifications otherwise set forth in such representations and warranties, before and after giving effect to such extension), and (ii) on or prior to the Extension Date the Administrative Agent shall have received the following, each dated the Extension Date and in form and substance satisfactory to the Administrative Agent: (1) a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 have been satisfied as of each the Extension Date and, in the case of clauses (c), (d) and (g), setting forth in reasonable detail the calculations required to establish such compliance, (2) a certificate of an officer of the date of Borrower acceptable to the notice requesting such extensionAdministrative Agent stating that all consents, the Consent Date authorizations, notices and the Relevant Anniversary Date filings required or advisable in connection with the same force and effect as if made on and as extension of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and
(iii) each Non-extending Bank shall have been paid in full by the Company all amounts owing to such Bank hereunder on or before the Relevant Anniversary Date. Even if the Existing Commitment Termination Date are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it, (3) an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit C hereof, provided that an enforceability opinion under New York law, that is extended as aforesaidreasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, subject to customary assumptions, qualifications and limitations and (4) such other documents reasonably requested by the Administrative Agent in connection with any such transaction.
(g) Subject to subsection (e) above, the Commitment of any Non-Extending Bank that has not been replaced pursuant to subsection (d) above shall (i) automatically terminate on its Existing Commitment Termination Date or (ii) at the option of the Borrower, with respect to the Commitments of all Non-Extending Banks that have advised the Borrower of their unwillingness to agree to an extension in response to a notice delivered pursuant to Section 2.22(a), terminate on any anniversary of November 28, 2022 (each, an “Anniversary Date”) occurring prior thereto (in each case without regard to any extension by any other Bank); it being understood and agreed that such Non-Extending Bank’s participations in Letters of Credit outstanding on such Existing Commitment Termination Date or such Anniversary Date, as the case may be, shall terminate thereon and any and all fees and expenses owed to each Non-extending Extending Bank as of that date shall terminate on be paid by the Existing Commitment Termination DateBorrower to such Non-Extending Bank.
Appears in 1 contract
Sources: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Extension of Commitment Termination Date. (a) The Company So long as no Event of Default has occurred and is continuing, the Borrower may, by notice to the Administrative Agent (which shall promptly notify the Banks) not less than upon at least 45 days and not more than 60 days prior to each of the first and and/or second anniversaries anniversary of the date of this Agreement (a "Relevant Anniversary Date"), request that the Banks extend the Commitment Termination Date (the "Existing Commitment Termination Date") for one year after such Existing Commitment Termination Date. Each Bank, acting in its sole discretion, shallhereof, by written notice to the Company and the Administrative Agent given not later than the date (herein, the "Consent Date") that is 30 days immediately after the date who shall promptly provide a copy of such request (except thatnotice to each Bank), if such date is not a Business Day, such notice shall be given on the next succeeding Business Day) but not more than 15 days prior to the Consent Date, advise the Company and the Administrative Agent whether or not such Bank agrees to such extension; provided that, if such Bank gives notice of its consent to such extension not later than Consent Date, such Bank may revoke such consent at any time not later than the Consent Date by giving notice of such revocation to the Company and the Administrative Agent; and provided further that each Bank that determines not propose to extend the Commitment Termination Date (by one year. Each Bank may, not more than 30 days nor less than 20 days prior to such anniversary date, elect by written notice to the Borrower and the Agent to extend its Commitment Termination Date by a "Non-extending Bank") shall period of one year. The Agent will notify the Administrative Agent (which shall notify Borrower, in writing of the Banks) of such fact promptly after such determination (but in any event ’ decisions no later than the Consent 15 days prior to such anniversary date. No Bank (or any successor thereto) shall have any obligation to extend its Commitment Termination Date) , and any decision by a Bank to extend its Commitment Termination Date shall be made in its sole discretion independently from any other Bank. Any Bank that does not advise respond to a request to extend the Company on or before the Consent Commitment Termination Date shall be deemed to be a Non-extending Consenting Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to so agree.
(b) If any Bank shall not elect to extend its Commitment Termination Date pursuant to paragraph (a) (each such Bank being a “Non-Consenting Bank”), the Borrower may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Banks) which at the time agrees to accept an assignment of the Commitment of the Non-Consenting Bank in accordance with Section 11.11; provided, however, that (i) any Additional Bank must meet the criteria for an Eligible Assignee and only ifmust in all other respects be acceptable to the Agent and the Swingline Bank, which acceptance will not be unreasonably withheld or delayed; (ii) the total amount of the Commitments Commitment of any such Additional Bank as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Banks Commitment of such Non-Consenting Bank is less than $5,000,000, in which case such Additional Bank shall assume all of such lesser amount; (iii) any such Non-Consenting Bank shall have been paid (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Bank plus (B) any accrued but unpaid commitment fees owing to such Non-Consenting Bank as of the effective date of such assignment; (iv) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Bank, and all other accrued and unpaid amounts owing to such Non-Consenting Bank hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Bank; and (v) with respect to any such Additional Bank, the applicable processing and recordation fee required under Section 11.11 for such assignment shall have been paid. To the extent that have agreed so to extend the Commitment Termination Date is not extended as to any Bank pursuant to this Section 2.7 and the Commitment of such Bank is not assumed in accordance with this subsection (b), the Commitment of such Non-Consenting Bank shall be automatically terminate in whole on such unextended Commitment Termination Date without any further notice or other action by the Borrower, such Bank or any other Person; provided that such Non-Consenting Bank’s rights under Sections 4.3, 5.4, 6.5 and 12.10, and its obligations under Section 11.5, shall survive the Commitment Termination Date for such Bank as to matters occurring prior to such date.
(c) If (after giving effect to any assignments pursuant to subsection (b) of this Section 2.7) Banks having Commitments equal to at least 66-2/350% of the aggregate amount of the Commitments in effect immediately prior to the Consent Dateapplicable anniversary date consent in writing to a requested extension (whether by execution or delivery of an Assignment Certificate or otherwise) not later than one Business Day prior to such anniversary date, the Company Agent shall have so notify the right on or before the Relevant Anniversary Date to replace each Non-extending Bank withBorrower, and otherwise add to this Agreement, one or more other banks (which may include any Bank, each prior to the Relevant Anniversary Date an "Additional Commitment Bank") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Banks shall have entered into an agreement in form and substance satisfactory to the Company and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as of the Relevant Anniversary Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's Commitment hereunder on such date).
(c) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date together with the additional Commitments of the Additional commitment Banks that will become effective on the Anniversary Date shall aggregate 100% of the aggregate amount of the Commitments then in effect immediately prior to the Consent Date, then, effective as of the Relevant Anniversary Date, the Existing Commitment Termination Date shall be extended to for the date falling additional one-year after the Existing Commitment Termination Date period as described in subsection (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Daya) and each Additional Commitment Bank shall thereupon become a "Bank" for all purposes of this Section 2.7, and all references in this Agreement. Notwithstanding , and in the foregoing, Revolving Notes to the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless:
(i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Relevant Anniversary Date;
(ii) each of the representations and warranties made by the Company in Section 7 hereof shall be true and complete on and as of each of the date of the notice requesting such extension, the Consent Date and the Relevant Anniversary Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and
(iii) each Non-extending Bank shall have been paid in full by the Company all amounts owing to such Bank hereunder on or before the Relevant Anniversary Date. Even if the Existing Commitment Termination Date is extended as aforesaid, the Commitment of each Non-extending Bank shall terminate on the Existing Commitment Termination Date.“Commitment
Appears in 1 contract
Sources: Five Year Credit Agreement (3m Co)
Extension of Commitment Termination Date. (a) The Company Borrower may, by notice to the Administrative Agent (which shall promptly notify the Banks) not less earlier than 45 days and not more prior to any anniversary of November 28, 2022 (each, an “Anniversary Date”) but no later than 60 30 days prior to each of the first and second anniversaries of the date of this Agreement (a "Relevant any such Anniversary Date"), request that the Banks each Bank extend such Bank’s Commitment Termination Date for an additional one year after the Commitment Termination Date then in effect for such Bank hereunder (the "“Existing Commitment Termination Date"”); provided, however, the Borrower may request no more than two extensions pursuant to this Section.
(b) for one year after such Existing Commitment Termination Date. Each In the event it receives a notice from the Administrative Agent pursuant to Section 2.22(a), each Bank, acting in its sole and individual discretion, shall, by notice to the Company and the Administrative Agent given not earlier than 30 days prior to the applicable Anniversary Date and not later than the date (herein, the "Consent “Bank Extension Notice Date"”) that is 30 days immediately after the date of such request (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day) but not more than 15 20 days prior to the Consent applicable Anniversary Date, advise the Company and the Administrative Agent whether or not such Bank agrees to such extension; provided that, if such Bank gives notice of its consent to such extension not later than Consent Date, such Bank may revoke such consent at any time not later than the Consent Date by giving notice of such revocation to the Company (and the Administrative Agent; and provided further that each Bank that determines not to so extend the its Existing Commitment Termination Date (a "“Non-extending Extending Bank"”) shall notify the Administrative Agent (which shall notify the Banks) of such fact promptly after such determination (but in any event no later than the Consent Bank Extension Notice Date) )), and any Bank that does not so advise the Company Administrative Agent on or before the Consent Bank Extension Notice Date shall be deemed to be a Non-extending Extending Bank. The election of any Bank to agree to any such extension shall not obligate any other Bank to so agree.
(bc) If The Administrative Agent shall notify the Borrower of each Bank’s determination (and only ifor deemed determination) under this Section no later than the total of the Commitments of the Banks date that have agreed so to extend the Commitment Termination Date shall be at least 66-2/3% of the aggregate amount of the Commitments in effect immediately is 15 days prior to the Consent applicable Anniversary Date, or, if such date is not a Business Day, on the Company next preceding Business Day (the “Specified Date”).
(d) The Borrower shall have the right on or before the Relevant Anniversary fifth Business Day after the Specified Date (the “Extension Date”) to replace each Non-extending Extending Bank with(i) with an existing Bank, and otherwise add to and/or (ii) by adding as “Banks” under this AgreementAgreement in place thereof, one or more other banks Persons (which may include any Bankeach Bank in clauses (i) and (ii), each prior to the Relevant Anniversary Date an "“Additional Commitment Bank") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld”), each of which Additional Commitment Banks shall be an Assignee and shall have entered into an agreement in form and substance satisfactory to the Company Borrower and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as of the Relevant Anniversary Extension Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's ’s Commitment hereunder on such date); provided that the aggregate amount of the Commitments for all Additional Commitment Banks shall be no more than the aggregate amount of the Commitments of all Non-Extending Banks; provided, further, that the existing Banks shall have the right to increase their Commitments up to the amount of the Non-Extending Banks’ Commitments before the Borrower shall have the right to substitute any other Person for any Non-Extending Bank.
(ce) If (and only if) the total aggregate amount of the Commitments of the Banks that have agreed so to extend the their Existing Commitment Termination Date together with Dates plus the aggregate additional Commitments of the Additional commitment Commitment Banks that will become effective on the Anniversary Date shall aggregate 100be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Consent Specified Date, then, effective as of the Relevant Anniversary Extension Date, the Existing Commitment Termination Date of each Bank agreeing to an extension and of each Additional Commitment Bank shall be extended to the date falling one-that is one year after the Existing Commitment Termination Date (except thatDate, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "“Bank" ” for all purposes of this Agreement. .
(f) Notwithstanding the foregoing, the extension of any Bank’s Existing Commitment Termination Date (and the accession of each Additional Commitment Bank) pursuant to this Section shall be effective on the Extension Date only if (i) the following statements shall be true: (A) no Default or Event of Default has occurred and is continuing, or would result from the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless:
and (iB) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Relevant Anniversary Date;
(ii) each of all the representations and warranties made by of the Company Borrower set forth in Section 7 hereof this Agreement shall be true and complete correct in all material respects (without duplication of materiality qualifications otherwise set forth in such representations and warranties, before and after giving effect to such extension), and (ii) on or prior to the Extension Date the Administrative Agent shall have received the following, each dated the Extension Date and in form and substance satisfactory to the Administrative Agent: (1) a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 have been satisfied as of each the Extension Date and, in the case of clauses (c), (d) and (g), setting forth in reasonable detail the calculations required to establish such compliance, (2) a certificate of an officer of the date of Borrower acceptable to the notice requesting such extensionAdministrative Agent stating that all consents, the Consent Date authorizations, notices and the Relevant Anniversary Date filings required or advisable in connection with the same force and effect as if made on and as extension of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and
(iii) each Non-extending Bank shall have been paid in full by the Company all amounts owing to such Bank hereunder on or before the Relevant Anniversary Date. Even if the Existing Commitment Termination Date are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it, (3) an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit C hereof, provided that an enforceability opinion under New York law, that is extended as aforesaidreasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, subject to customary assumptions, qualifications and limitations and (4) such other documents reasonably requested by the Administrative Agent in connection with any such transaction.
(g) Subject to subsection (e) above, the Commitment of any Non-Extending Bank that has not been replaced pursuant to subsection (d) above shall (i) automatically terminate on its Existing Commitment Termination Date or (ii) at the option of the Borrower, with respect to the Commitments of all Non-Extending Banks that have advised the Borrower of their unwillingness to agree to an extension in response to a notice delivered pursuant to Section 2.22(a), terminate on any Anniversary Date occurring prior thereto (in each case without regard to any extension by any other Bank); it being understood and agreed that such Non-Extending Bank’s participations in Letters of Credit outstanding on such Existing Commitment Termination Date or such Anniversary Date, as the case may be, shall terminate thereon and any and all fees and expenses owed to each Non-extending Extending Bank as of that date shall terminate on be paid by the Existing Commitment Termination DateBorrower to such Non-Extending Bank.
Appears in 1 contract
Sources: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Extension of Commitment Termination Date. (a) The Company Funds may, by notice to the Administrative Agent (which shall promptly notify the Banks,) given not less earlier than 45 days and not more later than 60 35 days prior to each of the first and second anniversaries of Commitment Termination Date then in effect (the date of this Agreement (a "Relevant Anniversary DateEXISTING COMMITMENT TERMINATION DATE"), request that the Banks extend the Commitment Termination Date (for an additional 364 days from the "Existing Commitment Termination Date") for one year after such Existing Commitment Termination Date. Each Bank, acting in its sole discretion, shall, by notice (which shall be irrevocable) to the Company Funds and the Administrative Agent given not later no earlier than the date that is 30 days prior to the Existing Commitment Termination Date (herein, the "Consent DateCONSENT DATE") and no later than the date that is 30 days immediately after the date of such request (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day) but not more than 15 20 days prior to the Consent Existing Commitment Termination Date, advise the Company and the Administrative Agent Funds whether or not such Bank agrees to such extension; provided that, if such Bank gives notice of its consent to such extension not later than Consent Date, such Bank may revoke such consent at any time not later than the Consent Date by giving notice of such revocation to the Company and the Administrative Agent; and provided further PROVIDED that each Bank that determines not to extend the Commitment Termination Date (a "NonNON-extending BankEXTENDING BANK") shall notify the Administrative Agent (which shall notify the Banks) of such fact promptly after such determination (but in any event no later than the Consent date which is 20 days prior to the Existing Commitment Termination Date) and any Bank that does not advise the Company Funds on or before prior to the Consent date which is 20 days prior to the Existing Commitment Termination Date that such Bank agrees to such extension shall be deemed to be a Non-extending Extending Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to so agree.
(b) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date shall be at least 66-2/3% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, the Company The Funds shall have the right on or before the Relevant Anniversary Existing Commitment Termination Date to request that the Administrative Agent, in good faith, seek to replace each Non-extending Extending Bank with, and otherwise add to this Agreement, one or more other banks (which may include any Bank, each prior to the Relevant Anniversary Date Existing Commitment Termination Date, an "Additional Commitment BankADDITIONAL COMMITMENT BANK") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Banks shall have entered into an agreement in form and substance satisfactory to the Company Funds and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as of the Relevant Anniversary Existing Commitment Termination Date, undertake a Commitment specified therein and otherwise become obligated as a Bank hereunder (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's Commitment hereunder on such date). The Funds shall also have the right to replace each Non-Extending Bank in the same manner described herein, except that any bank selected by the Funds must be approved by the Administrative Agent (which approval shall not be unreasonably withheld).
(c) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date together with and the additional Commitments of the Additional commitment Commitment Banks that will become effective on the Anniversary Date shall aggregate be at least 100% of the aggregate amount of the Commitments in effect immediately prior to the date that is three Business Days after the Consent Date, then, effective as of the Relevant Anniversary Existing Commitment Termination Date, (i) the Existing Commitment Termination Date shall be extended to the date falling one-year 364 days after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day), (ii) and each Additional Commitment Bank shall thereupon become a "Bank" for all purposes of this Agreement. Agreement and (iii) the Commitment of each Non-Extending Bank shall terminate.
(d) Notwithstanding the foregoingforegoing clauses (a) through (c), the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless:
(i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Relevant Anniversary Existing Commitment Termination Date;
(ii) each of the representations and warranties made by the Company Funds and Borrowers in Section SECTION 7 hereof shall be true and complete on and as of each of the date of the notice requesting such extension, the Consent Date and the Relevant Anniversary Existing Commitment Termination Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and
(iii) each Non-extending Extending Bank shall have been paid in full by the Company Funds all amounts owing due to such Bank hereunder on or before the Relevant Anniversary Date. Even if the Existing Commitment Termination Date is extended as aforesaid, the Commitment of each Non-extending Bank shall terminate on the Existing Commitment Termination DateData.
Appears in 1 contract
Sources: Credit Agreement (American Century California Tax Free & Municipal Funds)
Extension of Commitment Termination Date. (a) The Company Borrower may, at any one time in any calendar year, by notice to the Administrative Agent (which shall promptly notify the Banks) not less earlier than 45 days prior to any anniversary of November 28, 2022 (each, an “Anniversary Date”) but no later than 30 days prior to any such Anniversarythe proposed Extension Date (as defined below), and on not more than 60 days prior to each of one occasion following the first and second anniversaries of the date of this Agreement (a "Relevant Anniversary First Amendment Effective Date"), request that the Banks each 2027 Bank extend the such 2027 Bank’s 2027 Commitment Termination Date for an additional one year after the 2027 Commitment Termination Date then in effect for such 2027 Bank hereunder (the "“Existing Commitment Termination Date") for one year after such Existing ”); provided, however, that the Borrower may request noExtended Commitment Termination Date shall not be more than two extensions pursuant to this Sectionfive (5) years later than the applicable Extension Date. Each .
(a) In the event it receives a notice from the Administrative Agent pursuant to Section 2.22(a), each 2027 Bank, acting in its sole and individual discretion, shall, by notice to the Company and the Administrative Agent given not earlier than 30 days prior to the applicable AnniversaryExtension Date and not later than the date (herein, the "Consent “Bank Extension Notice Date"”) that is 30 days immediately after the date of such request (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day) but not more than 15 20 days prior to the Consent applicable AnniversaryExtension Date, advise the Company and the Administrative Agent whether or not such 2027 Bank agrees to such extension; provided that, if such Bank gives notice of its consent to such extension not later than Consent Date, such Bank may revoke such consent at any time not later than the Consent Date by giving notice of such revocation to the Company (and the Administrative Agent; and provided further that each Bank that determines not to so extend the its Existing Commitment Termination Date (a "“Non-extending Extending Bank"”) shall notify the Administrative Agent (which shall notify the Banks) of such fact promptly after such determination (but in any event no later than the Consent Bank Extension Notice Date) )), and any 2027 Bank that does not so advise the Company Administrative Agent on or before the Consent Bank Extension Notice Date shall be deemed to be a Non-extending Extending Bank. The election of any Bank to agree to any such extension shall not obligate any other Bank to so agree.
(b) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date shall be at least 66-2/3% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, the Company shall have the right on or before the Relevant Anniversary Date to replace each Non-extending Bank with, and otherwise add to this Agreement, one or more other banks (which may include any Bank, each prior to the Relevant Anniversary Date an "Additional Commitment Bank") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Banks shall have entered into an agreement in form and substance satisfactory to the Company and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as of the Relevant Anniversary Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's Commitment hereunder on such date).
(c) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date together with the additional Commitments of the Additional commitment Banks that will become effective on the Anniversary Date shall aggregate 100% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, then, effective as of the Relevant Anniversary Date, the Existing Commitment Termination Date shall be extended to the date falling one-year after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "Bank" for all purposes of this Agreement. Notwithstanding the foregoing, the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless:
(i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Relevant Anniversary Date;
(ii) each of the representations and warranties made by the Company in Section 7 hereof shall be true and complete on and as of each of the date of the notice requesting such extension, the Consent Date and the Relevant Anniversary Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and
(iii) each Non-extending Bank shall have been paid in full by the Company all amounts owing to such Bank hereunder on or before the Relevant Anniversary Date. Even if the Existing Commitment Termination Date is extended as aforesaid, the Commitment of each Non-extending Bank shall terminate on the Existing Commitment Termination Date.
Appears in 1 contract
Sources: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Extension of Commitment Termination Date. (a) The Company mayBorrower may request an extension of the initial Commitment Termination Date, or if previously extended, the then-applicable Commitment Termination Date, for an additional twelve (12) month period in the case of each such extension by delivering an irrevocable written notice to the Administrative Agent, accompanied by projections prepared by the Borrower with respect to such extension period containing such information as may be reasonably requested by the Administrative Agent (which notice, together with such projections, shall promptly notify be forwarded by the Administrative Agent to the Banks) not less than 45 days and ), not more than 60 one hundred twenty (120) nor less than ninety (90) days prior to each of the first and second anniversaries of the date of this Agreement Closing Date (a any such request, an "Relevant Anniversary DateExtension Request"). Upon receipt of such Extension Request, request that the Banks extend the Commitment Termination Date (the "Existing Commitment Termination Date") for one year after such Existing Commitment Termination Date. Each Bank, acting in its sole discretion, shall, by notice each Bank shall respond to the Company Borrower and the Administrative Agent given not in writing no later than the date sixty (herein, the "Consent Date"60) that is 30 days immediately after the date of such request (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day) but not more than 15 days prior to such anniversary of the Consent Closing Date, advise the Company and the Administrative Agent whether or not such Bank agrees either irrevocably consenting to such extension; provided that, if such Bank gives notice of its consent to such extension not later than Consent Date, such Bank may revoke such consent at any time not later than the Consent Date by giving notice of such revocation to the Company and the Administrative Agent; and provided further that each Bank that determines not Extension Request or declining to extend the Commitment Termination Date (a "Non-extending such Bank") shall notify the Administrative Agent (which shall notify the Banks) of such fact promptly after such 's Commitment. Any determination (but in any event no later than the Consent Date) and any Bank that does not advise the Company on or before the Consent Date shall be deemed to be a Non-extending Bank. The election of by any Bank to agree consent to such an extension shall not obligate any other Bank to so agree.
(b) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date shall be at least 66-2/3in its sole and absolute discretion and, subject to receipt by the Borrower and the Administrative Agent of such consent, there shall be no obligation on the part of any Bank hereunder, whether express or implied, to extend the Commitment Termination Date. Any Bank which fails to respond by the date set forth above shall be deemed to have declined the Extension Request. Upon receipt of the written consent to such Extension Request by the Borrower and the Administrative Agent from Banks holding 100% of the aggregate amount Commitments, the Administrative Agent shall notify the Borrower and the Banks that the Commitment Termination Date has been extended for an additional twelve (12) month period.
(b) In the event any Bank shall fail to consent to an Extension Request within the time provided in paragraph (a) above (each such Bank, a "Non-Extending Bank"), the Borrower may obtain one or more other Banks or, with the consent of the Commitments in effect immediately prior to the Consent Date, the Company shall have the right on or before the Relevant Anniversary Date to replace each Non-extending Bank with, and otherwise add to this AgreementAdministrative Agent, one or more other banks purchasing Banks willing to replace such Non-Extending Bank (which may include any each such purchasing Bank, each a "Replacement Bank"); provided that any replacement must occur on or prior to the Relevant Anniversary anniversary of the Closing Date an "Additional that precedes the then-effective Commitment Bank"Termination Date by one year. Any Non-Extending Bank that is being replaced shall assign its Loans and its Commitment hereunder to the applicable Replacement Bank upon not less than five (5) days' prior written notice from the Borrower in accordance with the approval of assignment procedure set forth in Section 10.12 hereof; provided that the Borrower shall pay the administrative fee for such assignment to the Administrative Agent (which approval shall not be unreasonably withheld), each specified in Section 10.12. Upon receipt of which Additional duly executed Commitment Banks shall have entered into an agreement in form and substance satisfactory Transfer Supplements with respect to the Company Commitments and outstanding Loans of each Non-Extending Bank and the satisfaction of the conditions set forth therein and in Section 10.12, the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as of shall notify the Relevant Anniversary Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's Commitment hereunder on such date).
(c) If (Borrower and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date together with the has been extended for an additional Commitments of the Additional commitment Banks that will become effective on the Anniversary Date shall aggregate 100% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, then, effective as of the Relevant Anniversary Date, the Existing Commitment Termination Date shall be extended to the date falling one-year after the Existing Commitment Termination Date twelve (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "Bank" for all purposes of this Agreement. Notwithstanding the foregoing, the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless:
(i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Relevant Anniversary Date;
(ii) each of the representations and warranties made by the Company in Section 7 hereof shall be true and complete on and as of each of the date of the notice requesting such extension, the Consent Date and the Relevant Anniversary Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date12); and
(iii) each Non-extending Bank shall have been paid in full by the Company all amounts owing to such Bank hereunder on or before the Relevant Anniversary Date. Even if the Existing Commitment Termination Date is extended as aforesaid, the Commitment of each Non-extending Bank shall terminate on the Existing Commitment Termination Date.
Appears in 1 contract
Sources: Credit Agreement (Florida East Coast Industries Inc)