Agent and Collateral Agent. The Lenders and the Issuing Banks have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders and the Issuing Banks to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Grantors (other than the Borrower) are Affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to comply with the requirements of the Credit Agreement and in order to induce the Lenders and the Issuing Banks to continue to extend such credit and as consideration for the extension of credit made prior to the date hereof. Accordingly, the parties hereto agree as follows:
Agent and Collateral Agent. All Security Documents and financing statements heretofore executed by Borrowers or authorized by Borrowers to be filed or recorded by WFF, as Agent, in connection with the Original Credit Agreement, A&R Credit Agreement or otherwise shall remain in full force and effect, shall continue to secure payment and performance of, and to perfect the Liens intended to secure payment and performance of, the Obligations, and are hereby ratified and affirmed in all respects.
Agent and Collateral Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor; provided that such consultation with the Borrower shall not be required if an Event of Default has occurred and is continuing at the time of such appointment. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, the Collateral Agent may resign at any time by notifying the Administrative Agent, the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Administrative Agent shall have the right, in consultation with the Borrower, to appoint a successor. Upon the acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After the Coll...
Agent and Collateral Agent. The Borrower has requested that the Lenders extend credit to the Borrower in the form of (a) Initial Term Loans on the Closing Date in an aggregate principal amount not to exceed $850,000,000 and (b) Revolving Loans and Letters of Credit at any time and from time to time during its Revolving Availability Period in an aggregate principal amount at any time outstanding not to exceed $400,000,000. The proceeds of the Initial Term Loans borrowed on the Closing Date and the proceeds of Revolving Loans borrowed on or after the Closing Date and Letters of Credit will be used as set forth in Section 5.11. The Lenders are willing to extend such credit to the Borrower, and the Issuing Banks are willing to issue Letters of Credit for the account of the Borrower, on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:
Agent and Collateral Agent. The Borrower and the Subsidiaries will (a) repay all amounts outstanding under the Borrower’s existing Credit Agreement dated as of February 24, 2005 (as amended and supplemented from time to time, the “Existing Credit Agreement”), by and among Holdings, the Borrower, certain of its subsidiaries, the banks and financial institutions named as lenders therein, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent and the other parties thereto, and the Borrower will terminate all commitments thereunder and all liens in respect thereof shall be released; (b) the Borrower will consummate a debt tender offer in respect of the Borrower’s 75/8% Senior Subordinated Notes due 2015 (the “Existing Subordinated Notes”), pursuant to which the Borrower will repurchase at least $266,500,000 in aggregate principal amount of the Existing Subordinated Notes, all in accordance with the Offer to Purchase and Consent Solicitation Statement dated April 25, 2011 (as subsequently amended), and the related Consent and Letter of Transmittal dated April 25, 2011 (as subsequently amended) (the “Debt Tender Offer”) (or, if such amount of Existing Subordinated Notes is not purchased in such offer, redeem an amount of such Existing Subordinated Notes such that at least $266,500,000 in aggregate principal amount is repurchased or redeemed); (c) Holdings will redeem all of its outstanding 10.00% Senior Subordinated Notes due 2015 (the “Holdings Senior Subordinated Notes”); and (d) the Borrower and the Subsidiaries will pay all fees, expenses and other costs (including consent fees, if any) incurred in connection with the foregoing clauses (a) through (c) (together, the “Transaction Costs”). The Borrower has requested that the Lenders extend credit in the form of (a) Tranche B Term Loans (as defined below) on the Effective Date (as defined below) in an aggregate principal amount not to exceed $850,000,000 and (b) Revolving Loans, Swingline Loans and Letters of Credit (each as defined below) at any time and from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding not to exceed $300,000,000. The proceeds of the Tranche B Term Loans and any Revolving Loans borrowed on the Effective Date will be used by the Borrower on the Effective Date, solely (i) to pay the Transaction Costs, (ii) to pay all principal, interest, fees and other amounts outstanding under the Existing Credit Agreement, (iii) to repurchase or redeem a ...
Agent and Collateral Agent. A. Pursuant to the Credit Agreement, the Lenders have extended and agreed to extend credit to the Borrower on the terms and subject to the conditions set forth therein. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (other than the term “Collateral Agent”, which has the meaning assigned to it in the Guaranty).
Agent and Collateral Agent. U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as Disbursing Agent and Collateral Agent and not in its individual capacity By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President Address for Notices: 000 X. Xxxxx Street, 27th Floor Charlotte, NC 28202 Attention: CDO Trust Services/Xxxxx Xxxxxx Fax No: 000-000-0000 Tel: 000-000-0000 Email: xxxxx.xxxxxx0@xxxxxx.xxx Exhibit A Amended Reimbursement Agreement [attached] FINAL VERSION AmericasActive:18517392.8 Exhibit A Amended and Restated Reimbursement Agreement This AMENDED AND RESTATED REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into, dated as of December 30, 2021 and amended as of May 22, 2023, is by and among: (i) CO FINANCE LVS VI LLC, a Delaware limited liability company, as LC Provider (in such capacity and together with its successors and permitted assigns in such capacity, “LC Provider”; provided that there shall only be one LC Provider at any time), (ii) U.S. BANK, NATIONAL ASSOCIATION, as Disbursing Agentdisbursing agent (in such capacity and together with its successors and permitted assigns in such capacity, “Disbursing Agent”), (iii) ALTER DOMUS (US) LLC, as calculation agent for LC Provider (in such capacity and and as collateral agent for the Secured Parties (together with its successors and permitted assigns in such capacity, the “CalculationCollateral Agent”), and (iv)(iii) FREIGHTCAR AMERICA, INC., a Delaware corporation (“Company”).
Agent and Collateral Agent. BANK OF AMERICA, N.A., as the Agent By: /s/ Xxxxxxx X. XxXxxxx Name: XXXXXXX X. XxXXXXX Title: SENIOR VICE PRESIDENT LENDERS: BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxxxx X. XxXxxxx Name: XXXXXXX X. XxXXXXX Title: SENIOR VICE PRESIDENT JPMORGAN CHASE BANK, N.A. (formerly known as JPMORGAN CHASE BANK) By: /s/ J. Xxxxx Xxxx Name: J. Xxxxx Xxxx Title: Vice President THE CIT GROUP/ BUSINESS CREDIT, INC. By: /s/ Xxxx X Xxxx Name: Xxxx X Xxxx Title: VP HSBC BUSINESS CREDIT (USA) INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President XXXXX FARGO FOOTHILL, LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Assistant Vice President CITIZENS BANK OF MASSACHUSSETTS By: /s/ Xxxx Xxxxxxxx Name: XXXX XXXXXXXX Title: VICE PRESIDENT PNC BANK, N.A. By: /s/ Xxxxxx Xxxxxxx Name: XXXXXX XXXXXXX Title: Vice-President
Agent and Collateral Agent. The Borrower has requested the Lenders to extend credit to the Borrower in the form of Borrowings and Letters of Credit in an aggregate principal or stated amount not in excess of $1,500,000,000 at any time outstanding. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forth. The proceeds of Borrowings hereunder will be used for working capital and general corporate purposes of the Borrower and the Subsidiaries. Letters of Credit will be used for general corporate purposes of the Borrower and the Subsidiaries. Accordingly, the parties hereto agree as follows:
Agent and Collateral Agent. 108 9.01 Appointment and Authorization of Administrative Agent and Collateral Agent...................108
