Amendment and Restatement; Release. This Agreement amends and restates in its entirety the Existing Credit Agreement. The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness outstanding in connection with the Existing Credit Agreement nor does it constitute a novation with respect to such indebtedness. THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OR ANY OBLIGATED PARTIES' OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES. TO INDUCE THE AGENT, THE ISSUING BANK AND THE LENDERS TO ENTER INTO THIS AGREEMENT, THE BORROWER AND, BY THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH OBLIGATED PARTY WAIVES ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF AND HEREBY RELEASES THE AGENT, THE LENDERS, THE ISSUING BANK AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH THE BORROWER OR ANY OBLIGATED PARTY EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES OR THE TRANSACTIONS CONTEMPLATED THEREBY.
Appears in 2 contracts
Samples: Credit Agreement (Ezcorp Inc), Credit Agreement (Ezcorp Inc)
Amendment and Restatement; Release. This Agreement amends and restates the obligations of Borrower set forth herein constitute an amendment, modification and restatement, but not an extinguishment or novation, of obligations of the Borrower originally owed to the Prior Lenders and/or the predecessors in its entirety interest to Prior Lenders (the Existing Credit Agreement"Prior Obligations"), the Prior Lenders having assigned all of such Prior Obligations (together with all Liens and security documents securing the same) to Agent and the Lender Group pursuant to the Prior Lender Assignment Agreements. The execution of this This Agreement and the other Loan Documents are not intended as, and shall not be construed as, a release, impairment or novation of the Prior Obligations or the other indebtedness, liabilities and obligations of Borrower or any of the other Loan Parties under the agreements, documents and instruments executed in connection herewith does not extinguish therewith or relating thereto or the indebtedness outstanding in connection with the Existing Credit Agreement nor does it constitute a novation with respect to such indebtednessLiens granted therein, all of which Liens are hereby modified and affirmed. THE BORROWER REPRESENTS AND WARRANTS THAT AS EACH OTHER LOAN PARTY HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE AGENT AND EACH OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO LENDERS, ITS OR ANY OBLIGATED PARTIES' OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENTPREDECESSORS, THE OTHER LOAN DOCUMENTS AGENTS, EMPLOYEES, ATTORNEYS, SUCCESSORS AND THE DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES. TO INDUCE THE AGENTASSIGNS, THE ISSUING BANK AND THE LENDERS TO ENTER INTO THIS AGREEMENT, THE BORROWER AND, BY THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH OBLIGATED PARTY WAIVES ANY AND FROM ALL POSSIBLE CLAIMS, OFFSETSDEMANDS, DEFENSES OR COUNTERCLAIMSACTIONS, WHETHER CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ARISING PRIOR TO ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE HEREOF THIS AGREEMENT IS EXECUTED, WHICH BORROWER AND HEREBY RELEASES THE SUCH OTHER LOAN PARTIES, INDIVIDUALLY OR COLLECTIVELY, MAY NOW OR HEREAFTER HAVE AGAINST AGENT, ANY OF THE LENDERS, THE ISSUING BANK AND THEIR RESPECTIVE OFFICERSITS PREDECESSORS, DIRECTORSAGENTS, EMPLOYEES, AGENTS ATTORNEYS, SUCCESSORS AND ATTORNEYS (COLLECTIVELYASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY ADVANCES, LETTERS OF CREDIT OR OTHER INDEBTEDNESS, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE "RELEASED PARTIES") FROM EXERCISE OF ANY RIGHTS AND ALL OBLIGATIONSREMEDIES UNDER THE AGREEMENT OR OTHER TRANSACTION DOCUMENTS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES AND NEGOTIATION FOR AND EXECUTION OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH THE BORROWER OR ANY OBLIGATED PARTY EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES OR THE TRANSACTIONS CONTEMPLATED THEREBY.
Appears in 2 contracts
Samples: Loan and Security Agreement (Southwest Royalties Holdings Inc), Loan and Security Agreement (Ram Energy Inc/Ok)
Amendment and Restatement; Release. This Agreement amends and restates in its entirety the Existing Credit Agreement. The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness outstanding in connection with the Existing Credit Agreement nor does it constitute a novation with respect to such indebtedness. THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OR ANY OBLIGATED PARTIES' OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES. TO INDUCE THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE LENDERS TO ENTER INTO THIS AGREEMENT, THE BORROWER AND, BY THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH OBLIGATED PARTY GUARANTOR WAIVES ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF AND HEREBY RELEASES THE ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUING BANK AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH THE BORROWER OR ANY OBLIGATED PARTY GUARANTOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES OR THE TRANSACTIONS CONTEMPLATED THEREBY. [SIGNATURES BEGIN ON NEXT PAGE] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: WCA WASTE SYSTEMS, INC. By: /s/ JXXXXX X. XXXXXXX, XX. ----------------------------------------- Name: Jxxxxx X. Xxxxxxx, Xx. Title: Vice President Address for Notices: Oxx Xxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Facsimile No.: 700-000-0000 Telephone No.: 700-000-0000 Attention: Cxxxxxx X. Xxxxxxxxxx ADMINISTRATIVE AGENT, ISSUING BANK AND LENDERS: WXXXX FARGO BANK, NATIONAL ASSOCIATION, individually, as Issuing Bank, as a Lender, and as Administrative Agent By: /s/ MXXXXXX XXXX ----------------------------------------- Mxxxxxx Xxxx Vice President Lending Office for Base Rate and LIBOR Loans: 1000 Xxxx Xxxxxx, Suite 300 Dallas, Texas 75202 Address for Notices: 1000 Xxxx Xxxxxx, Suite 300 MAC # T5303-031 Dxxxxx, Xxxxx 00000 Facsimile No.: 200-000-0000 Telephone No.: 200-000-0000 Attention: Mxxxxxx Xxxx U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent and as a Lender By: /s/ RXXXX XXXXX ----------------------------------------- Rxxxx Xxxxx Assistant Vice President Lending Office for Base Rate and LIBOR Loans: --------------------------------------------- --------------------------------------------- Address for Notices: 7xx xxx Xxxxxxxxxx, 00xx Xxxxx Xx. Xxxxx, Xxxxxxxx 00000 Facsimile No.: 300-000-0000 Telephone No.: 300-000-0000 Attention: Jxxx Xxxxxxx FIRST BANK & TRUST By: /s/ RXXXX X. XXXX ----------------------------------------- Rxxxx X. Xxxx Xx. Vice President Lending Office for Base Rate and LIBOR Loans: First Bank 500 Xxxxxx Xxxx, Hazelwood, MO 63042 Address for Notices: 8000 Xxxxxxxxxx Xxxxxxx, Xxxxx 00000 Facsimile No.: 700-000-0000 Telephone No.: 700-000-0000 Attention: Rxxxx X. Xxxx SOUTHWEST BANK OF TEXAS, N.A. By: /s/ BXXXXXX X. XXXXXXX ----------------------------------------- Bxxxxxx X. Xxxxxxx Senior Vice President Lending Office for Base Rate and LIBOR Loans: --------------------------------------------- --------------------------------------------- Address for Notices: 5 Xxxx Xxx Xxxx 4000 Xxxx Xxx Xxxxxxx Xxxxxxx, Xxxxx 00000 Facsimile No.: 700-000-0000 Telephone No.: 700-000-0000 Attention: Bxxxxxx X. Xxxxxxx COMERICA BANK By: /s/ JXXXXX X. XXXXX ----------------------------------------- Name: Jxxxxx X. Xxxxx Title: VP Lending Office for Base Rate and LIBOR Loans: --------------------------------------------- --------------------------------------------- Address for Notices: 500 Xxxxxxxx Xxxxxx, 5th Floor Detroit, Michigan 48226 Facsimile No.: 300-000-0000 Telephone No.: 300-000-0000 Attention: Jxxxxx Xxxxx BANK OF TEXAS, NATIONAL ASSOCIATION By: /s/ JXXXX X. XXXXXXX ----------------------------------------- Name: Jxxxx X. Xxxxxxx Title: Vice President Lending Office for Base Rate and LIBOR Loans: 4000 Xxxxx Xxxxxx Xxxxxx, XX 00000 Address for Notices: 4000 Xxxxx Xxxxxx Xxxxxx, XX 00000 Facsimile No.: 200-000-0000 Telephone No.: 200-000-0000 Attention: Jxxxx X. Xxxxxxx Guaranty Bank By: /s/ SXXXX X. XXXXXX ----------------------------------------- Name: Sxxxx X. Xxxxxx Title: Senior Vice President Lending Office for Base Rate and LIBOR Loans: ---------------------------------------------- ---------------------------------------------- Address for Notices: 300 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile No.: 700-000-0000 Telephone No.: 700-000-0000 Attention: Sxxxx X. Xxxxxx By execution hereunder, each Guarantor hereby expressly (i) acknowledges the terms of this Agreement, (ii) confirms the representations and warranties attributable to each of them in Article VII of this Agreement, (iii) ratifies and affirms its obligations under its respective Guaranty Agreement and the other Related Documents to which it is a party, (iv) acknowledges, renews and extends its continued liability under its Guaranty Agreement and the other Loan Documents to which it is a party and agrees that its Guaranty Agreement and the other Loan Documents to which it is a party remain in full force and effect; (iv) guarantees to the Administrative Agent and each Lender to promptly pay when due all amounts owing or to be owing by it under its Guaranty Agreement and the other Loan Documents to which it is a party pursuant to the terms and conditions thereof; and (v) acknowledges and agrees that all references to the term "Credit Agreement" in the Guaranty Agreement shall be deemed to mean this Agreement, as the same may be amended, restated, supplemented or modified from time to time. WCA HOLDINGS CORPORATION By: /s/ JXXXXX X. XXXXXXX, XX. ---------------------------------------- Name: Jxxxxx X. Xxxxxxx, Xx. Title: Vice President WASTE CORPORATION OF ARKANSAS, INC. WASTE CORPORATION OF KANSAS, INC. WASTE CORPORATION OF MISSOURI, INC. WCA CAPITAL, INC. WASTE CORPORATION OF TENNESSEE, INC. WCA TEXAS MANAGEMENT GENERAL, INC. WCA OF ALABAMA, L.L.C. WCA MANAGEMENT GENERAL, INC. WCA SHILOH LANDFILL, L.L.C. By: /s/ JXXXXX X. XXXXXXX, XX. ---------------------------------------- Name: Jxxxxx X. Xxxxxxx, Xx. Title: Vice President of each Guarantor listed above WASTE CORPORATION OF TEXAS, L.P. By: WCA Texas Management General, Inc., as its general partner By: /s/ JXXXXX X. XXXXXXX, XX. ---------------------------------------- Name: Jxxxxx X. Xxxxxxx, Xx. Title: Vice President WCA MANAGEMENT COMPANY, LP By: WCA Management General, Inc., as its general partner By: /s/ JXXXXX X. XXXXXXX, XX. ------------------------------------ Name: Jxxxxx X. Xxxxxxx, Xx. Title: Vice President WCA MANAGEMENT LIMITED, INC. By: /s/ JXXX SESEVA ---------------------------------------- Name: Jxxx Seseva Title: President ANNEX I LIST OF PERCENTAGE SHARES AND REVOLVING CREDIT COMMITMENTS ==================================================================================================================================== AMOUNT OF INCREASE IN REVOLVING CREDIT TOTAL REVOLVING REVOLVING CREDIT COMMITMENT CREDIT NAME OF LENDER COMMITMENTS AMOUNT(1) COMMITMENTS PERCENTAGE SHARE ==================================================================================================================================== Wxxxx Fargo Bank, National $ 15,000,000.00 $ 25,000,000.00 $ 40,000,000.00 26.66666667% Association ------------------------------------------------------------------------------------------------------------------------------------ Comerica Bank $ 25,000,000.00 $ 0.00 $ 25,000,000.00 16.66666667% ------------------------------------------------------------------------------------------------------------------------------------ U.S. Bank National Association $ 25,000,000.00 $ 0.00 $ 25,000,000.00 16.66666667% ------------------------------------------------------------------------------------------------------------------------------------ First Bank & Trust $ 20,000,000.00 $ 0.00 $ 20,000,000.00 13.33333333% ------------------------------------------------------------------------------------------------------------------------------------ Southwest Bank of Texas, N.A. $ 15,000,000.00 $ 0.00 $ 15,000,000.00 10.00000000% ------------------------------------------------------------------------------------------------------------------------------------ Bank of Texas, N.A. $ 15,000,000.00 $ 0.00 $ 15,000,000.00 10.00000000% ------------------------------------------------------------------------------------------------------------------------------------ Guaranty Bank $ 10,000,000.00 $ 0.00 $ 10,000,000.00 6.66666667% ==================================================================================================================================== TOTAL $125,000,000.00 $ 25,000,000.00 $150,000,000.00 100.00% ==================================================================================================================================== SCHEDULE 1.2 EXISTING LCS NUMBER AMOUNT EXPIRY DATE BANK BENEFICIARY ------ ------------- ----------- ----------- --------------------------------------- 468127 $2,015,000.00 12/31/04 Wxxxx Fargo Evergreen National Indemnity Corp 476608 $ 228,649.00 12/31/04 Wxxxx Fargo Pacific Employers Insurance Co. 506401 $1,442,702.00 12/31/04 Wxxxx Fargo Pacific Employers Insurance Co. 513852 $ 10,000.00 12/31/04 Wxxxx Fargo Comptroller of Public Accounts, Texas SCHEDULE 7.02 FINANCIAL CONDITION WCA WASTE SYSTEMS, INC. CONSOLIDATED BALANCE SHEET (UNAUDITED, IN THOUSANDS)
Appears in 1 contract
Samples: Credit Agreement (Wca Waste Corp)
Amendment and Restatement; Release. This Agreement amends and restates in its entirety the Existing Original 2009 Credit Agreement, which, in turn, amended and restated in its entirety the Original 2008 Credit Agreement, which, in turn, amended and restated in its entirety the Original 2007 Credit Agreement. The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness Obligations outstanding in connection with the Existing Original 2009 Credit Agreement nor does it constitute a novation with respect to such indebtedness. THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OR ANY OBLIGATED PARTIES' GUARANTORS OBLIGATIONS UNDER THE EXISTING ORIGINAL 2009 CREDIT AGREEMENT, AGREEMENT OR THE OTHER LOAN DOCUMENTS AND THE DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICESDOCUMENTS. TO INDUCE THE AGENT, THE ISSUING BANK ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THIS AGREEMENT, THE BORROWER AND, BY THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH OBLIGATED PARTY GUARANTOR WAIVES ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF AND HEREBY RELEASES THE ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUING BANK AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH THE BORROWER OR ANY OBLIGATED PARTY GUARANTOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES OR THE TRANSACTIONS CONTEMPLATED THEREBY.
Appears in 1 contract
Amendment and Restatement; Release. This Agreement amends and restates in its entirety the Existing Credit Agreement. The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness outstanding in connection with the Existing Credit Agreement nor does it constitute a novation with respect to such indebtedness. THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OR ANY OBLIGATED PARTIES' OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES. TO INDUCE THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE LENDERS TO ENTER INTO THIS AGREEMENT, THE BORROWER AND, BY THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH OBLIGATED PARTY GUARANTOR WAIVES ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF AND HEREBY RELEASES THE ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUING BANK AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH THE BORROWER OR ANY OBLIGATED PARTY GUARANTOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES OR THE TRANSACTIONS CONTEMPLATED THEREBY. [SIGNATURES BEGIN ON NEXT PAGE] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: WCA WASTE SYSTEMS, INC. By: ------------------------------------ Name: ----------------------------- Title: ----------------------------- Address for Notices: One Riverway, Suite 1400 Housxxx, Xxxxx 00000 Xxxxxxxxxx Xx.: 000-000-0000 Telephone No.: 700-000-0000 Attention: Charxxx X. Xxxxxinova ADMIXXXXXXXXXX XXXXX, XXXUING BANK AND LENDER: WELLS FARGO BANK, NATIONAL ASSOCIATION, individually, as Issuing Bank and as Administrative Agent By: ------------------------------------ Michael Real Vice Presidexx Lending Office for Base Rate and LIBOR Loans: 1445 Ross Avenue, Suite 300 Dxxxxx, Xxxxx 75202 Address for Notices: 1445 Ross Avenue, Suite 300 MXX # X0000-031 Dallas, Texas 75202 Telecopixx Xx.: 000-000-0000 Telephone No.: 200-000-0000 Attention: Michaxx Xxxx By execution hereunder, each Guarantor herexx xxxxxxxxx (i) acknowledges the terms of this Agreement, (ii) confirms the representations and warranties attributable to each of them in Article VII of this Agreement, (iii) ratifies and affirms its obligations under its respective Guaranty Agreement and the other Related Documents to which it is a party, (iv) acknowledges, renews and extends its continued liability under its Guaranty Agreement and the other Loan Documents to which it is a party and agrees that its Guaranty Agreement and the other Loan Documents to which it is a party remain in full force and effect; (iv) guarantees to the Administrative Agent and each Lender to promptly pay when due all amounts owing or to be owing by it under its Guaranty Agreement and the other Loan Documents to which it is a party pursuant to the terms and conditions thereof; and (v) acknowledges and agrees that all references to the term "Credit Agreement" in the Guaranty Agreement shall be deemed to mean this Agreement, as the same may be amended, restated, supplemented or modified from time to time. WCA HOLDINGS CORPORATION By: ---------------------------------------- Charles A. Casalinova Vice Prxxxxxxx WASTE CORPORATION OF ARKANSAS, INC. WASTE CORPORATION OF KANSAS, INC. WASTE CORPORATION OF MISSOURI, INC. WCA CAPITAL, INC. WASTE CORPORATION OF TENNESSEE, INC. WCA TEXAS MANAGEMENT GENERAL, INC. WCA OF ALABAMA, L.L.C. WCA MANAGEMENT GENERAL, INC. WCA SHILOH LANDFILL, L.L.C. By: ---------------------------------------- Charles A. Casalinova Vice Prxxxxxxx xx xxxx Xxxxxntor listed above WASTE CORPORATION OF TEXAS, L.P. By: WCA Texas Management General, Inc., as its general partner By: ---------------------------------------- Charles A. Casalinova Vice Prxxxxxxx WCA MANAGEMENT COMPANY, LP By: WCA Management General, Inc., as its general partner By: ---------------------------------------- Charles A. Casalinova Vice Prxxxxxxx WCA MANAGEMENT LIMITED, INC.
Appears in 1 contract
Samples: Credit Agreement (Wca Waste Corp)
Amendment and Restatement; Release. This Agreement amends and restates in its entirety the Existing Original 2008 Credit Agreement, which, in turn, amended and restated in its entirety the Original 2007 Credit Agreement. The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness outstanding in connection with the Existing Original 2008 Credit Agreement nor does it constitute a novation with respect to such indebtedness. THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OR ANY OBLIGATED PARTIES' GUARANTORS OBLIGATIONS UNDER THE EXISTING ORIGINAL 2008 CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICESDOCUMENTS. TO INDUCE THE AGENT, THE ISSUING BANK ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THIS AGREEMENT, THE BORROWER AND, BY THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH OBLIGATED PARTY GUARANTOR WAIVES ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF AND HEREBY RELEASES THE ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUING BANK AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH THE BORROWER OR ANY OBLIGATED PARTY GUARANTOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES OR THE TRANSACTIONS CONTEMPLATED THEREBY. [This space is left intentionally blank. Signature Pages follow.] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: VANGUARD NATURAL GAS, LLC By: /s/ Rxxxxxx Xxxxxx Rxxxxxx Xxxxxx Executive Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: CITIBANK, N.A. as Administrative Agent By: /s/ Rxxx Xxxxxx Rxxx Xxxxxx Vice President LENDERS: CITIBANK, N.A. By: /s/ Rxxx Xxxxxx Rxxx Xxxxxx Vice President LENDERS: BNP PARIBAS By: /s/ Bxxxx Xxxxxx Name: Bxxxx Xxxxxx Title: Director By: /s/ Rxxxxxx Xxxxxxxx Name: Rxxxxxx Xxxxxxxx Title: Director LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Dxxxx X. Xxxxx Name: Dxxxx X. Xxxxx Title: Managing Director LENDERS: COMERICA BANK By: /s/ Gxxx Xxxxx Name: Gxxx Xxxxx Title: Senior Vice President LENDERS: COMPASS BANK By: /s/ Kxxxxxxx X. Xxxxx Name: Kxxxxxxx X. Xxxxx Title: Senior Vice President LENDERS: ROYAL BANK OF CANADA By: /s/ Dxx X. XxXxxxxxxxx Name: Dxx X. XxXxxxxxxxx Title: Authorized Signatory LENDERS: WXXXX FARGO BANK, N.A. By: /s/ Rxxxxxx Xxxxx Name: Rxxxxxx Xxxxx Title: Senior Vice President
Appears in 1 contract
Amendment and Restatement; Release. This Agreement amends and restates in its entirety the Existing Credit Agreement. The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness outstanding in connection with the Existing Credit Agreement nor does it constitute a novation with respect to such indebtedness. THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OR ANY OBLIGATED PARTIES' OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES. TO INDUCE THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE LENDERS TO ENTER INTO THIS AGREEMENT, THE BORROWER AND, BY THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH OBLIGATED PARTY GUARANTOR WAIVES ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF AND HEREBY RELEASES THE ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUING BANK AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH THE BORROWER OR ANY OBLIGATED PARTY GUARANTOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES OR THE TRANSACTIONS CONTEMPLATED THEREBY. [SIGNATURES BEGIN ON NEXT PAGE] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: WCA WASTE SYSTEMS, INC. By: ----------------------------------------- Name: ---------------------------------- Title: ---------------------------------- Address for Notices: Oxx Xxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Facsimile No.: 700-000-0000 Telephone No.: 700-000-0000 Attention: Cxxxxxx X. Xxxxxxxxxx ADMINISTRATIVE AGENT, ISSUING BANK AND LENDERS: WXXXX FARGO BANK, NATIONAL ASSOCIATION, individually, as Issuing Bank, as a Lender, and as Administrative Agent By: ----------------------------------------- Mxxxxxx Xxxx Vice President Lending Office for Base Rate and LIBOR Loans: 1000 Xxxx Xxxxxx, Suite 300 Dallas, Texas 75202 Address for Notices: 1000 Xxxx Xxxxxx, Suite 300 MAC # T5303-031 Dxxxxx, Xxxxx 00000 Facsimile No.: 200-000-0000 Telephone No.: 200-000-0000 Attention: Mxxxxxx Xxxx U.S. BANK NATIONAL ASSOCIATION, as a Lender By: ----------------------------------------- Jxxxxx Xxxxxx Vice President Lending Office for Base Rate and LIBOR Loans: --------------------------------------------- --------------------------------------------- Address for Notices: 7xx xxx Xxxxxxxxxx, 00xx Xxxxx Xx. Xxxxx, Xxxxxxxx 00000 Facsimile No.: 300-000-0000 Telephone No.: 300-000-0000 Attention: Jxxxxx Xxxxxx FIRST BANK & TRUST By: ----------------------------------------- Rxxxx X. Xxxx Vice President Lending Office for Base Rate and LIBOR Loans: --------------------------------------------- --------------------------------------------- Address for Notices: 8000 Xxxxxxxxxx Xxxxxxx, Xxxxx 00000 Facsimile No.: 700-000-0000 Telephone No.: 700-000-0000 Attention: Rxxxx X. Xxxx SOUTHWEST BANK OF TEXAS, N.A. By: ----------------------------------------- Bxxxxxx X. Xxxxxxx Senior Vice President Lending Office for Base Rate and LIBOR Loans: --------------------------------------------- --------------------------------------------- Address for Notices: 5 Xxxx Xxx Xxxx 4000 Xxxx Xxx Xxxxxxx Xxxxxxx, Xxxxx 00000 Facsimile No.: 700-000-0000 Telephone No.: 700-000-0000 Attention: Bxxxxxx X. Xxxxxxx COMERICA BANK By: ----------------------------------------- Name: ------------------------------------ Title: ----------------------------------- Lending Office for Base Rate and LIBOR Loans: --------------------------------------------- --------------------------------------------- Address for Notices: 500 Xxxxxxxx Xxxxxx, 5th Floor Detroit, Michigan 48226 Facsimile No.: 300-000-0000 Telephone No.: 300-000-0000 Attention: Jxxxxx Xxxxx --------------------------------------------- By: ----------------------------------------- Name: ------------------------------------ Title: ----------------------------------- Lending Office for Base Rate and LIBOR Loans: --------------------------------------------- --------------------------------------------- Address for Notices: --------------------------------------------- --------------------------------------------- Facsimile No.: ------------------------------- Telephone No.: ------------------------------- Attention: ----------------------------------- By execution hereunder, each Guarantor hereby expressly (i) acknowledges the terms of this Agreement, (ii) confirms the representations and warranties attributable to each of them in Article VII of this Agreement, (iii) ratifies and affirms its obligations under its respective Guaranty Agreement and the other Related Documents to which it is a party, (iv) acknowledges, renews and extends its continued liability under its Guaranty Agreement and the other Loan Documents to which it is a party and agrees that its Guaranty Agreement and the other Loan Documents to which it is a party remain in full force and effect; (iv) guarantees to the Administrative Agent and each Lender to promptly pay when due all amounts owing or to be owing by it under its Guaranty Agreement and the other Loan Documents to which it is a party pursuant to the terms and conditions thereof; and (v) acknowledges and agrees that all references to the term "Credit Agreement" in the Guaranty Agreement shall be deemed to mean this Agreement, as the same may be amended, restated, supplemented or modified from time to time. WCA HOLDINGS CORPORATION By: ---------------------------------------- Name: ----------------------------------- Title: ---------------------------------- WASTE CORPORATION OF ARKANSAS, INC. WASTE CORPORATION OF KANSAS, INC. WASTE CORPORATION OF MISSOURI, INC. WCA CAPITAL, INC. WASTE CORPORATION OF TENNESSEE, INC. WCA TEXAS MANAGEMENT GENERAL, INC. WCA OF ALABAMA, L.L.C. WCA MANAGEMENT GENERAL, INC. WCA SHILOH LANDFILL, L.L.C. By: ---------------------------------------- Name: ----------------------------------- Title: ---------------------------------- of each Guarantor listed above WASTE CORPORATION OF TEXAS, L.P. By: WCA Texas Management General, Inc., as its general partner By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ WCA MANAGEMENT COMPANY, LP By: WCA Management General, Inc., as its general partner By: ------------------------------------ Name: ----------------------------------- Title: ---------------------------------- WCA MANAGEMENT LIMITED, INC. By: ---------------------------------------- Name: ----------------------------------- Title: ---------------------------------- ANNEX I LIST OF PERCENTAGE SHARES AND REVOLVING CREDIT COMMITMENTS
Appears in 1 contract
Samples: Credit Agreement (Wca Waste Corp)
Amendment and Restatement; Release. This Agreement amends and restates in its entirety the Existing Original 2009 Credit Agreement, which, in turn, amended and restated in its entirety the Original 2008 Credit Agreement, which, in turn, amended and restated in its entirety the Original 2007 Credit Agreement. The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness Obligations outstanding in connection with the Existing Original 2009 Credit Agreement nor does it constitute a novation with respect to such indebtedness. THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OR ANY OBLIGATED PARTIES' GUARANTORS OBLIGATIONS UNDER THE EXISTING ORIGINAL 2009 CREDIT AGREEMENT, AGREEMENT OR THE OTHER LOAN DOCUMENTS AND THE DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICESDOCUMENTS. TO INDUCE THE AGENT, THE ISSUING BANK ADMINISTRATIVE THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 134 AGENT AND THE LENDERS TO ENTER INTO THIS AGREEMENT, THE BORROWER AND, BY THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH OBLIGATED PARTY GUARANTOR WAIVES ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF AND HEREBY RELEASES THE ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUING BANK AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH THE BORROWER OR ANY OBLIGATED PARTY GUARANTOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES OR THE TRANSACTIONS CONTEMPLATED THEREBY.
Appears in 1 contract
Amendment and Restatement; Release. This Agreement amends and restates in its entirety the Existing Credit Agreement. The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness outstanding in connection with the Existing Credit Agreement nor does it constitute a novation with respect to such indebtedness. THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OR ANY OBLIGATED PARTIES' OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES. TO INDUCE THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE LENDERS TO ENTER INTO THIS AGREEMENT, THE BORROWER AND, BY THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH OBLIGATED PARTY GUARANTOR WAIVES ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF AND HEREBY RELEASES THE ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUING BANK AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH THE BORROWER OR ANY OBLIGATED PARTY GUARANTOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES OR THE TRANSACTIONS CONTEMPLATED THEREBY. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: WCA WASTE SYSTEMS, INC. By: /s/ Charles A. Casalinova ------------------------------------ Name: Charles A. Casalinova Titxx: Xxxx Xxxxxxxxx Address for Notices: One Riverway, Suite 1400 Housxxx, Xxxxx 00000 Xxxxxxxxx Xx.: 000-000-0000 Telephone No.: 700-000-0000 Attention: Charlxx X. Xxxxxxnova ADMINIXXXXXXXX XXXXX, XXXXXNG BANK AND LENDERS: WELLS FARGO BANK, NATIONAL ASSOCIATION, individually, as Issuing Bank, as a Lender, and as Administrative Agent By: /s/ Michael Real ------------------------------------ Michael Real Vice Presidexx Lending Office for Base Rate and LIBOR Loans: 1445 Ross Avenue, Suite 300 Dxxxxx, Xxxxx 00000 Address for Notices: 1445 Ross Avenue, Suite 300 MXX # X0000-031 Dallas, Texas 75202 Facsimile Xx.: 000-000-0000 Telephone No.: 200-000-0000 Attention: Michaxx Xxxx COMERICA BANK, as Syndication Agent and as a Lender By: /s/ Joseph G. Ursuy ------------------------------------ Joseph G. Ursuy Vice Presxxxxx Lending Office for Base Rate and LIBOR Loans: 500 Woodward Avenue, 5th Floor Xxxxxxx, Xxxxxxxx 00000 Address for Notices: 500 Woodward Avenue, 5th Floor Xxxxxxx, Xxxxxxxx 00000 Facsimile No.: 313-222-3483 Attention: Josepx Xxxxx FIRST BANK & TRXXX, as a Lender By: /s/ Randy T. Fink ------------------------------------ Randy T. Fink Senior Vice Xxxxxxxxx Lending Office for Base Rate and LIBOR Loans: 560 Anglum Road Hazelwood, MO 00000 Xxxxxxx for Notices: 8820 Westheimer Houston, Texax 00000 Xxxxxxxxx Xx.: 000-000-0000 Telephone No.: 700-000-0000 Attention: Randy X. Xxxx BANK OF TEXAS, XXXXXXXX XXXOCIATION, as a Lender By: /s/ Jason L. Crispin ------------------------------------ Jason L. Crispin Vice Prexxxxxx Lending Office for Base Rate and LIBOR Loans: 4217 Swiss Avenue Dallas, Texxx 00000 Xxxxxxx xxx Xxxxxxx: 4217 Swiss Avenue Dallas, Texxx 00000 Xxxxxxxxx Xx.: (000) 000-0000 Telephone No.: (000) 000-0008 Attention: Jasxx X. Xxxxxxx GUARANTY BAXX, as a Lender By: /s/ Scott L. Brewer ------------------------------------ Scott L. Brewer Senior Vixx Xxxxxxxxx Lending Office for Base Rate and LIBOR Loans: 333 Clay Street, Suite 4400 Hxxxxxx, Xxxxx 00000 Xxxxxxx xxx Xxxxxxx: 333 Clay Street, Suite 4400 Hxxxxxx, Xxxxx 00000 Xxxxxxxxx Xx.: (000) 000-0005 Telephone No.: (000) 000-0009 Attention: Scoxx X. Xxxxxx ALLIED IRISH XXXXX, X.X.X., as a Lender By: /s/ John Farrace ------------------------------------ Name: John Farrace Title: Seniox Xxxx Xxxxxdent Lending Office for Base Rate and LIBOR Loans: Allied Irish Bank - Corporate Operations 2nd Floor, Iona House, Shelbourne Road Xxxxxxxxxxx, Xxxxxx 0, Xxxxxxx Xxxxxxxxx: Xxxxx Xxxxxxxx Address for Nxxxxxx: 601 S. Figueroa, Suite 4650 Lxx Xxxxxxx, Xxxifornia 90017 Facsimile No.: (213) 593-4766 Telephone No.: (000) 000-0005 Attention: Johx Xxxxxxx By execution hereunder, each Guarantor hereby exprxxxxx (x) xxknowledges the terms of this Agreement, (ii) confirms the representations and warranties attributable to each of them in Article VII of this Agreement, (iii) ratifies and affirms its obligations under its respective Guaranty Agreement and the other Related Documents to which it is a party, (iv) acknowledges, renews and extends its continued liability under its Guaranty Agreement and the other Loan Documents to which it is a party and agrees that its Guaranty Agreement and the other Loan Documents to which it is a party remain in full force and effect; (iv) guarantees to the Administrative Agent and each Lender to promptly pay when due all amounts owing or to be owing by it under its Guaranty Agreement and the other Loan Documents to which it is a party pursuant to the terms and conditions thereof; and (v) acknowledges and agrees that all references to the term "Credit Agreement" in the Guaranty Agreement shall be deemed to mean this Agreement, as the same may be amended, restated, supplemented or modified from time to time. WCA HOLDINGS CORPORATION By: /s/ Charles A. Casalinova ------------------------------------ Name: Charles A. Casalinova Titxx: Xxxx Xxxxxxxxx WASTE CORPORATION OF ARKANSAS, INC. WASTE CORPORATION OF KANSAS, INC. WASTE CORPORATION OF MISSOURI, INC. WCA CAPITAL, INC. WASTE CORPORATION OF TENNESSEE, INC. WCA TEXAS MANAGEMENT GENERAL, INC. WCA OF ALABAMA, L.L.C. WCA MANAGEMENT GENERAL, INC. WCA SHILOH LANDFILL, L.L.C. By: /s/ Charles A. Casalinova ------------------------------------ Name: Charles A. Casalinova Titxx: Xxxx Xxxxxxxxx of each Guarantor listed above WASTE CORPORATION OF TEXAS, L.P. By: WCA Texas Management General, Inc., as its general partner By: /s/ Charles A. Casalinova ------------------------------- Name: Charles A. Casalinova Xxxxx: Xxxx Xxxxxxxnt WCA MANAGEMENT COMPANY, LP By: WCA Management General, Inc., as its general partner By: /s/ Charles A. Casalinova -------------------------------- Name: Charles A Casalinova Titlx: Xxxx Xxxxxxxxx WCA MANAGEMENT LIMITED, INC. By: /s/ Charles A. Casalinova ------------------------------------ Name: Charles A. Casalinova Titxx: Xxxx Xxxxxxxxx TEXAS ENVIRONMENTAL WASTE SERVICES, LLC By: /s/ Charles A. Casalinova ------------------------------------ Name: Charles A. Casalinova Titxx: Xxxx Xxxxxxxxx TRANSLIFT, INC. By: /s/ Charles A. Casalinova ------------------------------------ Name: Charles A. Casalinova Titxx: Xxxx Xxxxxxxxx ANNEX I LIST OF PERCENTAGE SHARES AND REVOLVING CREDIT COMMITMENTS NAME OF LENDER REVOLVING CREDIT COMMITMENTS PERCENTAGE SHARE -------------- ---------------------------- ---------------- Wells Fargo Bank, National Association $ 65,000,000.00 40.62500000% Comerica Bank $ 30,000,000.00 18.75000000% First Bank & Trust $ 20,000,000.00 12.50000000% Guaranty Bank $ 20,000,000.00 12.50000000% Bank of Texas, N.A. $ 15,000,000.00 9.37500000% Allied Irish Banks, p.l.c. $ 10,000,000.00 6.25000000% --------------- ----------- TOTAL $160,000,000.00 100.00% =============== =========== EXHIBIT A-1 FORM OF REVOLVING CREDIT NOTE $_____________________________ December 21, 2004 FOR VALUE RECEIVED, WCA WASTE SYSTEMS, INC., a Delaware corporation (the "Borrower"), hereby promises to pay to the order of ____________________________ (the "Lender") at the Principal Office of Wells Fargo Bank, National Association, a national banking associatiox (xxe "Administrative Agent") at 1445 Ross Avenue, Suite 300, Dallas, Texas 75202, the principal sum ox ___________________________________ Xxxxxxx ($____________) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Revolving Credit Loans (as such term is defined in the Credit Agreement, which is defined below) made by the Lender to the Borrower under the Credit Agreement) in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Revolving Credit Loan, at such office, in like money and funds, for the period commencing on the date of such Revolving Credit Loan until such Revolving Credit Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. This Revolving Credit Note is one of the Notes referred to in that certain Fourth Amended and Restated Credit Agreement dated of even date herewith executed among the Borrower, the Lenders which are or become parties thereto (including the Lender) and the Administrative Agent (as the same has been or may hereafter be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), and evidences Revolving Credit Loans made by the Lender thereunder. Capitalized terms used in this Revolving Credit Note have the respective meanings assigned to them in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Revolving Credit Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note, endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by such Lender. This Revolving Credit Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the Security Instruments. The Credit Agreement provides for the acceleration of the maturity of this Revolving Credit Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and that, as more fully set forth in the Credit Agreement, the aggregate of all interest contracted for, charged or received under or otherwise in connection herewith shall under no circumstances exceed the maximum interest permitted by applicable law, and other provisions relevant to this Revolving Credit Note.
Appears in 1 contract
Samples: Credit Agreement (Wca Waste Corp)
Amendment and Restatement; Release. This Agreement amends and restates in its entirety the Existing Credit Agreement. The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness outstanding in connection with the Existing Credit Agreement nor does it constitute a novation with respect to such indebtedness. THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OR ANY OBLIGATED PARTIES' OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES. TO INDUCE THE AGENT, THE ISSUING BANK AND THE LENDERS BANKS TO ENTER INTO THIS AGREEMENT, THE BORROWER AND, BY THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH OBLIGATED PARTY GUARANTOR WAIVES ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF AND HEREBY RELEASES THE AGENT, THE LENDERSBANKS, THE ISSUING BANK AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH THE BORROWER OR ANY OBLIGATED PARTY GUARANTOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES OR THE TRANSACTIONS CONTEMPLATED THEREBY.
Appears in 1 contract
Amendment and Restatement; Release. This Agreement amends and restates in its entirety the Existing Original Credit Agreement. The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness outstanding in connection with the Existing Original Credit Agreement nor does it constitute a novation with respect to such indebtedness. THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OR ANY OBLIGATED PARTIES' GUARANTORS OBLIGATIONS UNDER THE EXISTING ORIGINAL CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICESDOCUMENTS. TO INDUCE THE AGENT, THE ISSUING BANK ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THIS AGREEMENT, THE BORROWER AND, BY THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH OBLIGATED PARTY GUARANTOR WAIVES ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF AND HEREBY RELEASES THE ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUING BANK AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE "“RELEASED PARTIES"”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH THE BORROWER OR ANY OBLIGATED PARTY GUARANTOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES OR THE TRANSACTIONS CONTEMPLATED THEREBY.. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: VANGUARD NATURAL GAS, LLC By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Executive Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: CITIBANK, N.A. as Administrative Agent By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Vice President LENDERS: CITIBANK, N.A. By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Vice President 103 LENDERS: BNP PARIBAS By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director 104 LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director 105 LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director
Appears in 1 contract
Amendment and Restatement; Release. This Agreement amends and restates in its entirety the Existing Credit Agreement. The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness outstanding in connection with the Existing Credit Agreement nor does it constitute a novation with respect to such indebtedness. THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OR ANY OBLIGATED PARTIES' OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES. TO INDUCE THE AGENTAGENTS, THE ISSUING BANK AND THE LENDERS TO ENTER INTO THIS AGREEMENT, THE BORROWER AND, BY THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH OBLIGATED PARTY GUARANTOR WAIVES ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF AND HEREBY RELEASES THE AGENTAGENTS, THE LENDERS, THE ISSUING BANK AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS RELATED PARTIES (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH THE BORROWER OR ANY OBLIGATED PARTY GUARANTOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES OR THE TRANSACTIONS CONTEMPLATED THEREBY. [Remainder of Page Intentionally Left Blank. Signature Pages Follow.] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: WCA WASTE SYSTEMS, INC. By: /s/ Joseph J. Scarano, Jr. ------------------------------------ Name: Joseph J. Scarano, Jr. Txxxx: Xxxx Xxxxxxxxx Address for Notices: One Riverway, Suite 1400 Houxxxx, Xxxxx 00000 Xxxxxxxxx Xx.: 000-000-0000 Telephone No.: 000-000-0000 Attention: Charxxx X. Xxxxxinova FIRST LIEN CREDIT AGREEMENT-SIGNATURE PAGE ADMINISTRATIVE AGENT, COLLATERAL AGENT, ISSUING BANK AND LENDERS: WELLS FARGO BANK, NATIONAL ASSOCIATION, individually, as Issuing Bank, as a Lender, as Administrative Agent and as Collateral Agent By: /s/ Michael Real ------------------------------------ Michael Real Vice Presidxxx Lending Office for Base Rate Loans and LIBOR Loans: 1445 Ross Avenue, Suite 300 Xxxxxx, Xxxxx 00000 Address for Notices: 1445 Ross Avenue, Suite 300 XXX # X0000-031 Dallas, Texas 75202 Facsimilx Xx.: 000-000-0000 Telephone No.: 000-000-0000 Attention: Michxxx Xxxx XIRST LIEN CREDIT AGREEMENT-SIGNATURE PAGE COMERICA BANK, individually as Syndication Agent and as a Lender By: /s/ Joseph G. Ursuy ------------------------------------ Joseph G. Ursuy Vice Prexxxxxx Lending Office for Base Rate Loans and LIBOR Loans: 500 Woodward Avenue, 5th Floor Xxxxxxx, Xxxxxxxx 48226 FIRST LIEN CREDIT AGREEMENT-SIGNATURE PAGE Guaranty Bank as a Lender By: /s/ Michael Ansolabehere ------------------------------------ Name: Michael Ansolabehere Titxx: Xxxx Xxxxxxxxx Lending Office for Base Rate Loans and LIBOR Loans: 8333 Douglas Avenue Dallas, Xxxxx 00000 XXXXX LIEN CREDIT AGREEMENT-SIGNATURE PAGE First Bank & Trust as a Lender By: /s/ Randy T. Fink ------------------------------------ Randy T. Fink Senior Vicx Xxxxxxxxx Lending Office for Base Rate Loans and LIBOR Loans: First Bank & Trust 8820 Westheimer Houston, TX 00000 XXXXX XXXX XXXXXX XXXXXXXXX-XXXXXXXXX XXXX Allied Irish Banks, p.l.c. as a Lender By: /s/ John Farrace ------------------------------------ Name: John Farrace Title: Senixx Xxxx Xxxxident By: /s/ Denise Magyer ------------------------------------ Denise Magyer Vice Presixxxx Lending Office for Base Rate Loans and LIBOR Loans: ---------------------------------------- ---------------------------------------- FIRST LIEN CREDIT AGREEMENT-SIGNATURE PAGE BANK OF TEXAS, N.A. as a Lender By: /s/ Jason L. Crispin ------------------------------------ Jason L. Crispin Vice Prxxxxxxx Lending Office for Base Rate Loans and LIBOR Loans: 4217 Swiss Ave. Dallas, TX 70000 XXXXX XXXX XXXXXX XXXXXXXXX-XXXXXXXXX XXXX Compass Bank as a Lender By: /s/ Eric E. Ensmann ------------------------------------ Name: Eric E. Ensmann Title: Sxxxxx Xxxx Xxxxident Lending Office for Base Rate Loans and LIBOR Loans: Compass Bank 24 Greenway Plaza, Suite 1403 Xxxxxxx, Xxxxx 00000 Xxxxx 000 000 0000 Fax 713 968 8210 XXXXX XXEN CREDIT AGREEMENT-SIGNATURE PAGE By exxxxxxxx xxxeunder, each Guarantor hereby expressly (i) acknowledges the terms of this Agreement, (ii) confirms the representations and warranties attributable to each of them in Article VII of this Agreement, (iii) ratifies and affirms its obligations under its respective Guaranty Agreement and the other Loan Documents and the other Related Documents to which it is a party, (iv) acknowledges, renews and extends its continued liability under its Guaranty Agreement and the other Loan Documents to which it is a party and agrees that its Guaranty Agreement and the other Loan Documents to which it is a party remain in full force and effect; (iv) guarantees to the Administrative Agent and each Lender to promptly pay when due all amounts owing or to be owing by it under its Guaranty Agreement and the other Loan Documents to which it is a party pursuant to the terms and conditions thereof; and (v) acknowledges and agrees that all references to the term "Credit Agreement" in the Guaranty Agreement shall be deemed to mean this Agreement, as the same may be amended, restated, supplemented or modified from time to time. WCA HOLDINGS CORPORATION By: /s/ Joseph J. Scarano, Jr. ------------------------------------ Name: Joseph J. Scarano, Jr. Txxxx: Xxxx Xxxxxxxxx WASTE CORPORATION OF TEXAS, L.P. By: WCA Texas Management General, Inc., as its general partner By: /s/ Joseph J. Scarano, Jr. ------------------------------------ Name: Joseph J. Scarano, Jr. Txxxx: Xxxx Xxxxxxxxx WCA MANAGEMENT COMPANY, LP By: WCA Management General, Inc., as its general partner By: /s/ Joseph J. Scarano, Jr. ------------------------------------ Name: Joseph J. Scarano, Jr. Txxxx: Xxxx Xxxxxxxxx FIRST LIEN CREDIT AGREEMENT-SIGNATURE PAGE WCA OF NORTH CAROLINA, L.P. By: WCA NC Management General, Inc., its sole general partner By: /s/ Joseph J. Scarano, Jr. ------------------------------------ Name: Joseph J. Scarano, Jr. Txxxx: Xxxx Xxxxxxxxx WCA OF WAKE COUNTY, L.P. By: WCA Wake County Management General, Inc., its sole general partner By: /s/ Joseph J. Scarano, Jr. ------------------------------------ Name: Joseph J. Scarano, Jr. Txxxx: Xxxx Xxxxxxxxx FIRST LIEN CREDIT AGREEMENT-SIGNATURE PAGE WCA MANAGEMENT LIMITED, INC. By: /s/ Kevin O'Brien ------------------------------------ Name: Kevin O'Brien Title: Vicx Xxxxxxxxx & Secretary FIRST LIEN CREDIT AGREEMENT-SIGNATURE PAGE WASTE CORPORATION OF ARKANSAS, INC. WASTE CORPORATION OF KANSAS, INC. WASTE CORPORATION OF MISSOURI, INC. WCA CAPITAL, INC. WASTE CORPORATION OF TENNESSEE, INC. WCA TEXAS MANAGEMENT GENERAL, INC. WCA OF ALABAMA, L.L.C. WCA MANAGEMENT GENERAL, INC. WCA SHILOH LANDFILL, L.L.C. TEXAS ENVIRONMENTAL WASTE SERVICES LLC TRANSLIFT, INC. WCA NC MANAGEMENT GENERAL, INC. WCA NC MANAGEMENT LIMITED, INC. WCA WAKE COUNTY MANAGEMENT GENERAL, INC. WCA WAKE COUNTY MANAGEMENT LIMITED, INC. EAGLE RIDGE LANDFILL, LLC MATERIAL RECLAMATION, LLC MATERIAL RECOVERY, LLC WCA WAKE TRANSFER STATION, LLC WCA OF HIGH POINT, LLC By: /s/ Joseph J. Scarano, Jr. ------------------------------------ Name: Joseph J. Scarano, Jr. Txxxx: Xxxx Xxxxxxxxx of each Guarantor listed above FIRST LIEN CREDIT AGREEMENT-SIGNATURE PAGE ANNEX I LIST OF PERCENTAGE SHARES AND REVOLVING CREDIT COMMITMENTS PERCENTAGE SHARE OF REVOLVING NAME OF LENDER REVOLVING CREDIT COMMITMENTS CREDIT COMMITMENTS -------------- ---------------------------- ----------------------------- Wells Fargo Bank, National Association $27,000,000.00 36.000000000% Comerica Bank $13,000,000.00 17.333333333% Guaranty Bank $10,000,000.00 13.333333333% First Bank & Trust $10,000,000.00 13.333333333% Allied Irish Banks, p.l.c. $ 5,000,000.00 6.666666667% Bank of Texas, N.A. $ 5,000,000.00 6.666666667% Compass Bank $ 5,000,000.00 6.666666667% TOTAL $75,000,000.00 100.00% FIRST LIEN CREDIT AGREEMENT-ANNEX I SCHEDULE 1.2 EXISTING LCS NUMBER AMOUNT EXPIRY DATE BANK BENEFICIARY ------ ------ ----------- ---- ----------- 468127 $2,015,000.00 12/31/05 Wells Fargo Evergreen National Indemnity Corp 476608 $ 228,649.00 12/31/05 Wells Fargo Pacific Employers Insurance Co. 506401 $1,442,702.00 12/31/05 Wells Fargo Pacific Employers Insurance Co. 539407 $ 687,500.00 12/01/05 Wells Fargo National Union Fire Insurance Company of Pittsburgh, PX American Home Assurance Company American International Specialty Lines Insurance Company The Insurance Company of the State of Pennsylvania Commerce and Industry Insurance Company AIU Insurance Company Birmingham Fire Insurance Company of Pennsylvania Illinois National Insurance Company American International South Insurance Company National Union Fire Insurance Company of Louisiana American International Pacific Insurance Company Granite State Insurance Company New Hampshire Insurance Company Lexington Insurance Company Landmark Insurance Company Starr Excess Liability Insurance Company Limited FIRST LIEN CREDIT AGREEMENT-SCHEDULE 1.2 SCHEDULE 7.02
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Amendment and Restatement; Release. This Agreement amends and restates in its entirety the Existing Credit Agreement. The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness outstanding in connection with the Existing Credit Agreement nor does it constitute a novation with respect to such indebtedness. THE EACH BORROWER REPRESENTS REPRESENT AND WARRANTS WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OR ANY OBLIGATED PARTIES' ’ OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES. TO INDUCE THE AGENTADMINISTRATIVE AGENTS, THE ISSUING BANK LENDERS AND THE LENDERS TO ENTER INTO THIS AGREEMENT, THE EACH BORROWER AND, BY THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH OBLIGATED PARTY GUARANTOR WAIVES ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF AND HEREBY RELEASES THE AGENTADMINISTRATIVE AGENTS, THE LENDERS, THE ISSUING BANK LENDERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE "“RELEASED PARTIES"”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH THE SUCH BORROWER OR ANY OBLIGATED PARTY GUARANTOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTATION RELATING TO THE DEPOSIT AND 84 CASH MANAGEMENT SERVICES OR THE TRANSACTIONS CONTEMPLATED THEREBY.
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Amendment and Restatement; Release. This Agreement amends and restates in its entirety the Existing Credit Agreementobligations of Borrower set forth herein constitute an amendment, modification and restatement, but not an extinguishment or novation, of obligations of the Borrower originally owed under that certain Second Amended and Restated Loan and Security Agreement dated as of May 24, 2005, among Borrower, Wells Fargo Foothill, Inc., and Ableco Finance LLC (collectively, the “Prior Obligations”). The execution of this This Agreement and the other Loan Documents are not intended as, and shall not be construed as, a release, impairmexx xx novation of the Prior Obligations or the other indebtedness, liabilities and obligations of Borrower or any of the other Loan Parties under the agreements, documents and instruments executed in connection herewith does not extinguish therewith or relating thereto or the indebtedness outstanding in connection with Liens granted therein, all of which Liens are hereby modified and affirmed. All Letters of Credit and Underlying Letters of Credit issued under the Existing Credit Agreement nor does it constitute a novation with respect Prior Obligations and all Obligations under Lender Hedging Agreements which were included under the Prior Obligations to such indebtednessthe extent described on Schedule 7.1 are included as “Obligations” hereunder and remain secured by the Liens granted therein as modified hereby. THE BORROWER REPRESENTS AND WARRANTS THAT AS EACH OTHER LOAN PARTY HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE AGENT AND EACH OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO LENDERS, ITS OR ANY OBLIGATED PARTIES' OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENTPREDECESSORS, THE OTHER LOAN DOCUMENTS AGENTS, EMPLOYEES, ATTORNEYS, SUCCESSORS AND THE DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES. TO INDUCE THE AGENTASSIGNS, THE ISSUING BANK AND THE LENDERS TO ENTER INTO THIS AGREEMENT, THE BORROWER AND, BY THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH OBLIGATED PARTY WAIVES ANY AND FROM ALL POSSIBLE CLAIMS, OFFSETSDEMANDS, DEFENSES OR COUNTERCLAIMSACTIONS, WHETHER CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ARISING PRIOR TO ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE HEREOF THIS AGREEMENT IS EXECUTED, WHICH BORROWER AND HEREBY RELEASES THE SUCH OTHER LOAN PARTIES, INDIVIDUALLY OR COLLECTIVELY, MAY NOW OR HEREAFTER HAVE AGAINST AGENT, ANY OF THE LENDERS, THE ISSUING BANK AND THEIR RESPECTIVE OFFICERSITS PREDECESSORS, DIRECTORSAGENTS, EMPLOYEES, AGENTS ATTORNEYS, SUCCESSORS AND ATTORNEYS (COLLECTIVELYASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY ADVANCES, LETTERS OF CREDIT OR OTHER INDEBTEDNESS, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE "RELEASED PARTIES") FROM EXERCISE OF ANY RIGHTS AND ALL OBLIGATIONSREMEDIES UNDER THE AGREEMENT OR OTHER TRANSACTION DOCUMENTS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES AND NEGOTIATION FOR AND EXECUTION OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH THE BORROWER OR ANY OBLIGATED PARTY EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES OR THE TRANSACTIONS CONTEMPLATED THEREBY.. (Remainder of this page intentionally left blank) (Signature Pages Follow)
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Amendment and Restatement; Release. This Agreement amends and restates in its entirety the Existing Credit Agreement. The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness outstanding in connection with the Existing Credit Agreement nor does it constitute a novation with respect to such indebtedness. THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OR ANY OBLIGATED PARTIES' OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT, AGREEMENT OR THE OTHER LOAN DOCUMENTS AND THE DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICESDOCUMENTS. TO INDUCE THE AGENT, THE ISSUING BANK AGENT AND THE LENDERS TO ENTER INTO THIS AGREEMENT, THE BORROWER AND, BY THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH OBLIGATED PARTY GUARANTOR WAIVES ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF AND HEREBY RELEASES THE AGENT, THE LENDERS, THE ISSUING BANK LENDERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH THE BORROWER OR ANY OBLIGATED PARTY GUARANTOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN CONNECTION WITH THIS AGREEMENT, AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES OR THE TRANSACTIONS CONTEMPLATED THEREBY.
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