Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
Appears in 1 contract
Amendment and Restatement. In order to facilitate this This Agreement represents a full and complete amendment and restatement and otherwise to effectuate of the desires Credit Agreement dated as of September 9, 1997 (as amended, the "Existing Credit Agreement"), among the Borrower, NationsBank of Texas, N.A., predecessor in interest to the Administrative Agent, as administrative agent, and the Lenders named therein, which amended and restated the Credit Agreement dated as of August 13, 1996, among the Borrower, NationsBank of Texas, N.A., as administrative agent, Provident, as documentation agent, and the Lenders named therein. The Existing Credit Agreement is deemed replaced hereby as of the effectiveness of this Agreement. The indebtedness under such prior version of this Agreement continues under this Agreement (as reallocated among the Lenders in connection with the effectiveness of this Agreement) and the execution of this Agreement does not indicate a payment, satisfaction, novation, or discharge thereof. All support for the indebtedness under the prior version of this Agreement continues to support the indebtedness hereunder. Upon the effectiveness of this Agreement, all outstanding Advances shall be reallocated among the Lenders ratably in accordance with their Commitments. Amounts payable under the prior version of this Agreement shall accrue thereunder until the effectiveness of this Agreement and the Administrative Agent shall arrange with the Borrower and the Lenders: The Borrower, Lenders to prorate and ratably distribute to the Administrative Agent and the Lenders hereby agree that, on all amounts payable under the Closing Date, prior version of this Agreement for the terms and provisions of periods prior to the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions effectiveness of this Agreement. THE BORROWER, and the terms and provisions THE LENDERS, THE ISSUING LENDER AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, A CREDIT AGREEMENT IN WHICH THE AMOUNT INVOLVED IN THE CREDIT AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE LOAN AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY'S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN CREDIT AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THE CREDIT AGREEMENT. THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. EXECUTED as of the Existing Credit Agreementdate first above written. BORROWER: CARRIAGE SERVICES, except as otherwise expressly provided hereinINC. -71- By: -------------------------------------- Thomas C. Livengood, shall be superseded by this AgreementExecutive Vice Xxxxxxxxx and Chief Financial Officer ADMINISTRATIVE AGENT: NATIONSBANK, N.A. d/b/a BANK OF AMERICA, N.A. By: -------------------------------------- Craig S. Wall Senior Vice Pxxxxxxxx XXMMITMENT: LENDERS: NATIONSBANK, N.A. d/b/a BANK OF AMERICA, N.A. Commitment: $40,000,000 By: -------------------------------------- Craig S. Wall Senior Vice Pxxxxxxxx PROVIDENT SERVICES, INC. Notwithstanding this amendment and restatement of the Existing Credit AgreementCommitment: $50,000,000 By: -------------------------------------- Daniel M. Chong Vice Presidxxx BANK ONE, including anything in this Section 10.18TEXAS, and of any related “Loan Documents” NA Commitment: $40,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- FIRST UNION NATIONAL BANK Commitment: $20,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- CHASE BANK TEXAS, N.A. Commitment: $35,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- WELLS FARGO BANK (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”TEXAS), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing DateNATIONAL XXXOCIATION Commitment: $15,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- UNION BANK OF CALIFORNIA, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution forN.A. Commitment: $15,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- SUNTRUST BANK, and not as a payment ofATLANTA Commitment: $25,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- SOUTHWEST BANK OF TEXAS, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.N.A.
Appears in 1 contract
Amendment and Restatement. In order Each Obligor hereby acknowledges, confirms and agrees that the Collateral Agent shall continue to facilitate have a security interest in and lien upon the Collateral heretofore granted to the Collateral Agent (or any predecessor Collateral Agent) pursuant to the Prior Security Agreement to secure the Secured Obligations, as well as any Collateral granted under this amendment and restatement and otherwise to effectuate the desires Agreement or under any of the Borrowerother Security Document or otherwise granted to or held by the Collateral Agent. The liens and security interests of the Collateral Agent in the Collateral shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interests to the Collateral Agent (or any predecessor Collateral Agent), whether under the Prior Security Agreement, this Agreement or any of the other Security Documents. Except as otherwise stated in this Section 28, as of the date hereof, the Administrative Agent terms, conditions, agreements, covenants, representations and warranties set forth in the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Prior Security Agreement shall be and hereby are simultaneously amended and restated in their entirety entirety, and as so amended and restated, replaced and superseded by the terms, conditions conditions, agreements, covenants, representations and provisions of warranties set forth in this Agreement, and except that nothing herein or in the terms and provisions other Security Documents shall impair or adversely affect the continuation of the Existing Credit Agreementsecurity interests, except as otherwise expressly provided hereinliens and other interests in the Collateral heretofore granted, shall be superseded pledged or assigned by this Agreementthe Obligors to the Collateral Agent (or any predecessor Collateral Agent), whether directly, indirectly or otherwise. Notwithstanding this The amendment and restatement of the Existing Credit Agreementcontained herein shall not, including anything in this Section 10.18any manner, and of any related “Loan Documents” (as such term is defined be construed to impair, limit, cancel or extinguish, or constitute a novation in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment respect of, the indebtedness, liabilities liens and Existing Obligations security interests of the Borrower and each Loan Party Collateral Agent (or any predecessor Collateral Agent), granted under the Existing Credit Agreement or Prior Security Agreement, which shall not in any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Datemanner be impaired, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be limited, terminated, the Borrower waived or released, but shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely continue in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same full force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in favor of Collateral Agent for the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 benefit of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and AssumptionSecured Parties. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term [Intentionally left blank. Next page is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01a signature page.]
Appears in 1 contract
Samples: Security Agreement (Castle a M & Co)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit This Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this constitute an amendment and restatement of the Existing Original Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Original Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments Bank shall be deemed to be made in such amounts by renewed and between the Lenders continued, and from each Lender to each other Lendernot extinguished, with the same force and effect as if such assignments were evidenced by applicable Assignments thereupon and Assumptions (as defined in the Existing Credit Agreement) thereafter shall constitute a Revolving Loan under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all the Original Revolving Note of which requirements are hereby waived), and such assignments the Bank shall be deemed to be made with renewed and replaced, but not extinguished, by the Revolving Loan Note of the Bank under this Agreement. Upon funding of the initial Loans by the Bank as a Lender under this Agreement the proceeds thereof (in excess of the principal amount of the Original Loan of the Bank renewed and continued as referenced in the preceding sentence) shall be used to pay and discharge in full the Original Loans and Original Revolving Notes of each Terminating Lender and the Bank, as a Lender under this Agreement, shall be subrogated to all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumptionrights of the Terminating Lenders in respect thereof. On the Closing Date, the Lenders "Administrative Agent's Lien" as defined in and evidenced by the Original Credit Documents shall make all necessary cash settlement automatically be deemed to be renewed and continued (and not extinguished) by this Agreement and the other Loan Documents and thereupon and thereafter shall be the Agent's Lien under this Agreement and the other Loan Documents, which shall continue in full with each other Lender (force and effect as security for all Obligations in accordance with the Existing Lenders terms of this Agreement and the other Loan Documents. All Original Letters of Credit shall be deemed to be outstanding under this Agreement and all references to Letters of Credit in this Agreement and the Existing other Loan Documents shall include the Original Letters of Credit. All references in the Original Credit Documents to the Original Credit Agreement whose Commitments thereunder are being terminated)shall be deemed to mean this Agreement, either directly or through as an amendment and restatement of the Original Credit Agreement, all references in the Original Credit Documents to the "Administrative Agent, as " shall mean the Administrative Agent may direct or approve, with respect to and all assignments, reallocations and other changes references in the Commitments (as such term is defined in Original Credit Documents to "Bank of America," "Bank of America, N.A.,"or "Bank of America, National Association" shall mean the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01Bank.
Appears in 1 contract
Samples: Credit Agreement (Egl Inc)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires As of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Effective Date, the terms Commitments of certain Lenders under (and provisions of as defined in) the Existing Credit Agreement shall be and hereby are amended and restated in their entirety terminated by the termsCompany (such Lenders, conditions the “Departing Lenders”). The remaining Lenders under (and provisions as defined in) the Existing Credit Agreement shall be Banks under this Agreement with Commitments as set forth on the signature pages hereof. By its execution and delivery of this Agreement, each Bank that was a Lender under (and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in in) the Existing Credit Agreement hereby consents to the execution and referred delivery of this Agreement and to herein, individually or collectively, as the “Prior Loan Documents”), non-pro rata reduction of Commitments (i) all Obligations (under and as defined in the Existing Credit Agreement) outstanding occurring on the Effective Date as a result of the termination of the Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Effective Date, effective immediately following such termination and repayment, the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the obligations of the Company and the other Borrowers under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder in effect prior to the extent not repaid on or before Effective Date (except with respect to the Closing DateDeparting Lenders, (ii) each of this Agreement and except that the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation provisions of the Existing Credit Agreement or of any that by their express terms survive the termination of the Existing Credit Agreement shall continue for the Departing Lenders) and (b) such obligations are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement. Without limiting the generality of the foregoing, after giving effect to the Departing Lender Commitment terminations and repayments, (i) all “Loans” outstanding under (and as defined in) the Existing Credit Agreement shall on the Effective Date become Loans hereunder, (ii) all “Letters of Credit” under (and as defined in) the Existing Credit Agreement shall on the Effective Date become Letters of Credit hereunder and (iii) all other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall Effective Date be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) obligations under the Existing Credit this Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment The Company, the Foreign Subsidiary Borrowers, the Lenders and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on upon (i) the Closing Dateexecution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 5.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement, . This Agreement is not intended to and the terms and provisions shall not constitute a novation of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this AgreementAgreement or the Indebtedness created thereunder. Notwithstanding this amendment and restatement The commitments to extend credit of each Lender that is a party to the Existing Credit AgreementAgreement shall, including anything on the Closing Date, automatically be deemed amended and the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Letters of Credit under (and shall be governed by the terms of) this 150 Agreement and the other Loan Documents, (b) all references in this Section 10.18, and of any related the “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Obligations” under the Existing Credit Agreement and other Prior Loan Documents (with any Lender or any Affiliate of any Lender which are outstanding on the “Existing Obligations”) Closing Date shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of under this Agreement and the Notes and any other Loan Document Documents, (as defined hereind) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding promissory note issued under the Existing Credit Agreement shall be terminated, deemed for all purposes superseded and replaced by the Borrower shall pay all accrued interest with respect promissory notes (if any) issued to such LoansLender under this Agreement, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive (e) any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding obligations under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions “Fee Letters” (as defined in the Existing Credit Agreement) shall be of no further force and effect and such Fee Letters are hereby terminated, and (f) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement. Notwithstanding anything Agreement as are necessary in order that each such Lender’s Revolving Credit Obligations are equal to its Pro Rata Share of the contrary aggregate Revolving Credit Obligations on the Closing Date and the Borrowers hereby agree to compensate each Lender for reasonable and documented costs and out-of-pocket expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Rate Loans on the terms and in the manner set forth in Section 10.06 4.4 hereof. Each Lender hereby confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Administrative Agent shall approve in its sole discretion, in connection with the amendment and restatement of the Existing Credit Agreement so long as such amendments, restatements or Section 10.06 of this Agreement, no other documents or instruments, including modifications do not contain any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed material modifications adverse to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each (and, for the avoidance of doubt, such modifications may include the addition or removal of Obligor Groups and other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder changes that are being terminated), either directly or through otherwise permitted by the Administrative Agent, as the Administrative Agent may direct ’s authority under or approve, with respect to all assignments, reallocations and other such existing Loan Documents or are consistent with changes in provisions included in this Agreement as compared to the Commitments (as such term is defined in provisions of the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01). The remainder of this page is intentionally blank.
Appears in 1 contract
Samples: Credit Agreement (Woodward, Inc.)
Amendment and Restatement. In order to facilitate this amendment This Agreement amends and restatement and otherwise to effectuate restates in its entirety the desires Original Agreement effective as of the Borrowerdate hereof. Anything contained herein to the contrary notwithstanding, the Administrative Agent this Agreement is not intended to and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions shall not serve to effect a novation of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan DocumentsSecured Obligations” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Original Agreement) outstanding ). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Existing Credit Original Agreement which is secured by the Collateral pursuant to the terms of the applicable Loan Documents. Borrower ratifies, affirms and other Prior confirms that the liens and security interests granted pursuant to the applicable Loan Documents, including without limitation the Pledge Agreements, secure the applicable indebtedness, liabilities and obligations of Borrower to Agent and the Lenders under the Original Agreement, as amended and restated by this Agreement, the Loan Documents shall continue in full force and effect in accordance with their terms unless otherwise amended by the parties thereto, and that the term “Secured Obligations” as used in the Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder or any other term used therein to describe or refer to the extent not repaid on or before the Closing Dateindebtedness, (ii) each liabilities and obligations of this Agreement Borrower to Agent and the Notes and any other Loan Document (as defined hereinLenders) that is amended and restated in connection with this Agreement is given as a substitution forincludes, and not as a payment ofwithout limitation, the indebtedness, liabilities and Existing Obligations obligations of Borrower under this Agreement, and under the Original Agreement, as amended and restated hereby, as the same further may be amended, modified, supplemented and/or restated from time to time and Borrower assumes all such Secured Obligations. Pursuant to the definition of Borrower in this Agreement, the security interests granted pursuant to Section 3.1 and by the Pledge Agreements are granted by the Company and each other Person constituting the Borrower in the Company’s and each such Person’s respective right, title and interest in and to any and all presently existing and hereafter created or acquired Collateral. The Loan Party under the Existing Credit Agreement Documents and all agreements, instruments and documents executed or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of delivered in connection with any of the other Prior foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Each reference to the “Loan and Security Agreement” in any Loan Document shall mean and be a reference to this Agreement (as further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Loan Documents or any obligations thereunder. On to particular section numbers in the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Original Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything cross-references to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 corresponding sections, as applicable, of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
Appears in 1 contract
Samples: Loan and Security Agreement (X4 Pharmaceuticals, Inc)
Amendment and Restatement. In order to facilitate this amendment The Loan Parties, the Lenders and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on upon (i) the Closing Dateexecution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement, . This Agreement is not intended to and the terms and provisions shall not constitute a novation of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this AgreementAgreement or the Debt created thereunder. Notwithstanding this amendment and restatement The commitments to extend credit of each Lender that is a party to the Existing Credit AgreementAgreement shall, including anything on the Closing Date, automatically be deemed amended and the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in this Section 10.18, and of any related the “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Obligations” under the Existing Credit Agreement and other Prior Loan Documents (with any Lender or any Affiliate of any Lender which are outstanding on the “Existing Obligations”) Closing Date shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of under this Agreement and the Notes and any other Loan Document Documents, (as defined hereind) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding “Note” under the Existing Credit Agreement shall be terminateddeemed for all purposes superseded and replaced by the Note (if any) issued to such Lender under this Agreement and (e) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Borrower shall pay all accrued interest with respect to Existing Credit Agreement as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitment of the Lenders hereunder, and each Lender hereby waives its right to receive any compensation or reimbursement pursuant to Section 3.4 hereof for any breakage costs incurred by such Lender in connection with the Borrower shall furnish sale or assignment of any Term SOFR Loans that may be required under this clause (e). Each Lender hereby confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Administrative Agent Revolving Loan Notices selecting shall approve in its sole discretion, in connection with the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 amendment and restatement of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the foregoing sentence. 101 The parties hereby agree thatLenders (and, on for the Closing Dateavoidance of doubt, such modifications may include the Commitments shall be addition of Loan Parties and other changes that are otherwise permitted by the Administrative Agent’s authority under or with respect to such existing Loan Documents or are consistent with changes in provisions included in this Agreement as set forth in Schedule 2.01 and compared to the outstanding principal amount provisions of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
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Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, This Agreement shall become effective on the Closing Date, the terms Date and shall supersede all provisions of the Existing Original Credit Agreement shall be as of such date. From and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before after the Closing Date, (a)(i) the commitments of those Lenders under the Original Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) each the commitments of those “Lenders” under the Original Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the Notes respective Commitments of such Continuing Lenders and any other Loan Document of those Lenders party to this Agreement that were not “Lenders” under the Original Credit Agreement immediately prior to the Closing Date (as defined hereinthe “New Lenders”); (b) that is amended all outstanding “Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and restated amounts payable pursuant to Section 1.12 of the Original Credit Agreement in connection with this Agreement is given as a substitution forsuch payment, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party all fees accrued under the Existing Original Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On through the Closing Date, ) on the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, Closing Date (and the Borrower shall pay to each Continuing Lender all accrued interest with respect to such Loansamounts, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs if any, payable pursuant to Section 3.05 1.12 of the Existing Original Credit Agreement solely in connection with as if the termination of the Interest Periods for all Eurodollar Rate outstanding Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, had been prepaid on the Closing Date, ); and (c) all outstanding “Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Original Credit Agreement shall remain outstanding as the initial Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans and L/C Obligations outstanding on the Closing Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Percentage of outstanding Loans and risk participation interests in outstanding L/C Obligations based on their Commitments as in effect after giving effect hereto (such purchases and sales shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or arranged through the Administrative AgentAgent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may direct or approvereasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Loans and Letters of Credit) to all assignmentsbe made in accordance with the respective Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Original Credit Agreement in any Loan Document or in any other instrument or document shall, reallocations without more, be deemed to refer to this Agreement. This Agreement amends and other changes restates the Original Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Original Credit Agreement or the indebtedness, obligations and liabilities of the Borrower or any Guarantor evidenced or provided for thereunder. This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. “Borrower” GFA Brands, Inc. By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary “Guarantors” Smart Balance, Inc. By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary “Administrative Agent and L/C Issuer ” Bank of Montreal, as L/C Issuer and as Administrative Agent By /s/ Xxx Xxxxxxxx Name Xxx Xxxxxxxx Title Director “Lenders” Bank of Montreal By /s/ Xxx Xxxxxxxx Name Xxx Xxxxxxxx Title Director General Electric Capital Corporation, as a Lender By /s/ Jun Young Name: Jun Young Title: Duly Authorized Signatory GE Capital Financial Inc., as a Lender By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Duly Authorized Signatory Union Bank, N.A. By /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President Siemens Financial Services, inc. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President and Chief Risk Officer By /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: VP, Lending Operations Fifth Third Bank By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President KeyBank National Association By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President ING Capital LLC By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Managing Director Exhibit A Notice of Payment Request [Date] [Name of Lender] [Address] Attention: Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 31, 2011, among GFA Brands, Inc., the Guarantors party thereto, the Lenders party thereto, and Bank of Montreal, as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Commitments Credit Agreement. [The Borrower has failed to pay its Reimbursement Obligation in the amount of $____________. Your Revolver Percentage of the unpaid Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by the Borrower of a Reimbursement Obligation in the amount of $_______________. Your Revolver Percentage of the returned Reimbursement Obligation is $_______________.] Very truly yours, as L/C Issuer By Name Title Exhibit B Notice of Borrowing Date: ____________, ____ To: Bank of Montreal, as Administrative Agent for the Lenders parties to that certain Amended and Restated Credit Agreement dated as of March 31, 2011 (as such term is defined in extended, renewed, amended or restated from time to time, the“Credit Agreement”), among GFA Brands, Inc., the Existing Guarantors party thereto, certain Lenders which are signatories thereto, and Bank of Montreal, as Administrative Agent Ladies and Gentlemen: The undersigned, GFA Brands, Inc. (the “Borrower”), refers to the Credit Agreement) such that after giving effect , the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.Section 1.6 of the Credit Agreement, of the Borrowing specified below:
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate On the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Second Restatement Effective Date, the terms and provisions of the Existing 2007 Credit Agreement shall be and hereby are amended and restated in their its entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing 2007 Credit Agreement shall thereafter be superseded in all respects by this Agreement, except as otherwise expressly provided herein, shall be superseded to evidence (i) the incurrence by this Agreement. Notwithstanding this amendment and restatement the Borrowers of the Existing Credit Agreement, including anything in this Section 10.18, “Obligations” under and of any related “Loan Documents” (as such term is defined in the Existing 2007 Credit Agreement (whether or not such “Obligations” are contingent as of the Second Restatement Effective Date), (ii) the representations and warranties made by the Borrowers and the Credit Parties prior to the Second Restatement Effective Date (which representations and warranties made prior to the Second Restatement Effective Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Second Restatement Effective Date) and (iii) any action or omission performed or required to be performed pursuant to the 2007 Credit Agreement prior to the Second Restatement Effective Date (including any failure, prior to the Second Effective Date, to comply with the covenants contained in the 2007 Credit Agreement). The parties hereto acknowledge and agree that (a) this Agreement and the other Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” under the 2007 Credit Agreement or the other Credit Documents (including all guarantees thereunder) as in effect prior to the Second Restatement Effective Date and which remain outstanding as of the Second Restatement Effective Date, (b) the “Obligations” (including all guarantees thereunder) under the 2007 Credit Agreement and referred the other Credit Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereafter subject to the terms herein) and in full force and effect and are reaffirmed hereby and (c) the Liens and security interests as granted under the applicable Credit Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and are reaffirmed hereby. The Borrowers and the Credit Parties acknowledge and agree that Sections 11.2 and 11.3 of the 2007 Credit Agreement shall, individually or collectivelyto the extent applicable immediately prior to the Second Restatement Effective Date, as survive for the “Prior Loan Documents”)intended beneficiaries of such provision to the extent such provisions apply with respect to any indemnified liabilities (under Sections 11.2 and 11.3 of the 2007 Credit Agreement) relating to events and circumstances occurring prior to the Second Restatement Effective Date. In addition, on and after the Second Restatement Effective Date, (i) all Obligations (as defined references to the 2007 Credit Agreement, the 2006 Credit Agreement or the Credit Agreement in the Existing Credit Documents (other than this Agreement) shall be deemed to refer to the 2007 Credit Agreement) outstanding under the Existing Credit Agreement , as amended and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Daterestated hereby, (ii) each all references to any section (or subsection) of the 2007 Credit Agreement or the Credit Agreement in any Credit Document (other than this Agreement) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither except as the execution and delivery of such documents nor context otherwise provides, on or after the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Second Restatement Effective Date, the Interest Periods all references to this Agreement herein (including for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, purposes of indemnification and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 reimbursement of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments fees) shall be deemed to be made in such amounts by and between references to the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing 2007 Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations amended and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01restated hereby.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Solera Holdings, Inc)
Amendment and Restatement. In order This Agreement is and shall for all purposes be deemed to facilitate this be an amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except . While this Agreement shall supersede the Existing Credit Agreement insofar as otherwise expressly provided herein, shall be superseded by it constitutes the entire agreement between the parties concerning the subject matter of this Agreement. Notwithstanding , this amendment Agreement merely amends and restatement restates the Existing Credit Agreement and does not constitute or result in a novation or rescission of the Existing Credit Agreement, including anything in this Section 10.18, and the existing Security or any other Loan Document. The parties confirm that none of any related “Loan Documents” (as such term is defined in the Advances pursuant to the Existing Credit Agreement has been repaid or replaced by new obligations as a result of this Agreement. All such Advances shall be deemed to be Advances under this Agreement as more specifically provided in Sections 2.3, 3.3, 4.3 and referred to herein5.3, individually or collectively, as and all of the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding shall be deemed to be Obligations under this Agreement. Without in any way limiting the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation terms of the Existing Credit Agreement or of any the other Loan Documents, the Obligors confirm that the existing Security shall continue to secure all of the Obligations, Intercompany Obligations and Other Secured Obligations (or such part of them as is described in any particular document forming part of the Security), including those arising as a result of this Agreement. Any references in the Security or other Prior Loan Documents to the Existing Credit Agreement or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under section numbers in the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect interpreted as referring to such Loans, this Agreement and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loanscorresponding Sections of it. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as Certain defined terms used in the Existing Credit Agreement) under , including "Credit Documents," "Proportionate Share" and "Restricted Parties" have generally been replaced in this Agreement by equivalent terms used in the Existing Credit Agreement. Notwithstanding anything to Provisions, but the contrary terms used in Section 10.06 of the Existing Credit Agreement or Section 10.06 may continue to be used in the Security and other Loan Documents. It is intended that the equivalent terms are interchangeable and, without limiting that statement, that the debts, liabilities and obligations of the Restricted Parties that may be described in the Security are the same as those of the Obligors described in this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment This Agreement amends and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of restates the Existing Credit Agreement shall be and in its entirety. Borrower hereby are amended and restated in their entirety by agrees that (a) the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in Debt outstanding under the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations Documents (as defined in the Existing Credit Agreement; together with the Existing Credit Agreement, the "Existing Credit Documents") outstanding and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing DateDocuments, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts outstanding under and governed by this Agreement. Borrower hereby acknowledges, warrants, represents and between the Lenders agrees that this Agreement is not intended to be, and from each Lender shall not be deemed or construed to each other Lenderbe, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in a novation or release of the Existing Credit Agreement) Documents. Each Lender which is a Lender under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the Existing Credit Agreement or Section 10.06 loans thereunder, ratable reductions of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all the commitments of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly Documents and ratable payments on account of the principal or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in interest of any loan under the Existing Credit Documents to the extent that any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage , the loans of the Lenders shall be as set forth outstanding on Schedule 2.01a ratable basis in accordance with their respective Pro Rata Share. Each Lender hereby authorizes Administrative Agent and Borrower to request Borrowings from Lenders, to make prepayment of the loans under the Existing Credit Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Pro Rata Share.
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Amendment and Restatement. In order Subject to facilitate this amendment and restatement and otherwise to effectuate the desires satisfaction of the Borrowercondition to effectiveness referred to in Section 2 below, (i) the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Original Credit Agreement shall be and is hereby are amended and restated in their its entirety by as the terms, conditions document attached hereto as Annex A (the “Amended and provisions of this Restated Credit Agreement”; all capitalized terms defined in the Amended and Restated Credit Agreement and not otherwise defined herein to have the meanings assigned thereto in the Amended and Restated Credit Agreement), and (ii) the terms Original Security Agreement is hereby amended and provisions of restated in its entirety as the Existing Credit document attached hereto as Annex B (the “Amended and Restated Security Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement”). Notwithstanding this The amendment and restatement of the Existing Original Credit Agreement, including anything in this Section 10.18, Agreement does not serve to effect a novation of the “Obligations” under (and of any related “Loan Documents” (as such term is defined in in) the Existing Original Credit Agreement and referred to hereindoes not extinguish the outstanding Obligations; rather it is meant to, individually or collectivelyand the parties hereby do, reaffirm such Obligations as amended hereby. The amendment and restatement of the “Prior Loan Documents”)Original Security Agreement is not intended to, and shall not, affect the continuing security interests granted thereunder, each of which continues without interruption notwithstanding such amendment and restatement. Effective upon the effectiveness of such amendment and restatement of the Original Credit Agreement (i) all Obligations (GE Capital hereby resigns as defined Administrative Agent with the effect provided in Section 10.9(b) of the Existing Amended and Restated Credit Agreement) outstanding , including, without limitation, the continuation of the benefits of the Loan Documents in its capacity as Administrative Agent for actions taken or omitted to be taken while GE Capital was, or because such Administrative Agent was validly acting as Administrative Agent under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing DateDocuments, (ii) each the Required Lenders hereby appoint the New Administrative Agent and consent to the resignation of this Agreement and GE Capital as Administrative Agent with the Notes and any other Loan Document (as defined hereineffect provided in Section 10.9(b) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower Amended and each Loan Party under the Existing Restated Credit Agreement or any other Prior Loan Document Agreement, and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the New Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 hereby accepts such appointment and assumes from and after such effectiveness, all rights, duties and obligations of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Dayton Superior Corp)
Amendment and Restatement. In order to facilitate this amendment This Agreement amends and restatement restates in its entirety the 2014 Credit Agreement; and otherwise to effectuate the desires Loan Parties confirm that the 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the Borrowerexecution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Administrative Agent Obligations hereunder as amended hereby; and all such Collateral (as defined in the Lenders: 2014 Credit Agreement) shall continue to secure the Obligations hereunder. The BorrowerLoans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent and the Lenders hereby acknowledge and agree that, on that the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing 2014 Credit AgreementAgreement by this Agreement is not intended to constitute, including anything in this Section 10.18nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and of any related “the other Loan Documents” Documents (as such term is defined in therein) thereunder or the Existing Credit Agreement collateral security therefor and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes other Loan Documents are entitled to all rights and benefits originally pertaining to the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein). For the avoidance of doubt, the Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that upon execution of this Agreement by the parties hereto, Hallador Energy Company shall be the Borrower hereunder and shall no longer be, and is hereby released as, a Guarantor under this Agreement and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given but shall be bound as a substitution forBorrower), and not as a payment ofSunrise Coal, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement LLC shall be terminateda Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower shall pay all accrued interest with respect to such Loans, under this Agreement and the Borrower shall furnish to the Administrative Agent Revolving any other Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments Documents (but shall be bound as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreementa Guarantor). Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.[Signature Pages Intentionally Omitted]
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment This Agreement amends, restates and restatement and otherwise to effectuate supersedes in its entirety the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Original Agreement. Notwithstanding this the amendment and restatement of the Existing Credit Original Agreement by this Agreement, including anything except to the extent modified by the express terms and provisions of this Agreement or the other Repurchase Documents: (a) each Transaction outstanding on the date hereof under the Original Agreement shall continue in this Section 10.18effect as a Transaction hereunder, without any transfer, conveyance, diminution, forbearance, forgiveness or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of any related “Loan Documents” the Original Agreement hereby and (as such term is defined in the Existing Credit Agreement and referred b) Seller shall continue to herein, individually or collectively, as the “Prior Loan Documents”), be liable to Buyer for (i) all Obligations "Repurchase Obligations" (under and as defined in the Existing Credit Original Agreement) outstanding accrued to the date hereof under the Existing Credit Original Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each all agreements on the part of Seller under the Original Agreement to indemnify Buyer in connection with events or conditions arising or existing prior to the effective date of this Agreement. This Agreement is given in substitution for the Original Agreement and not as payment of any of the obligations of Seller thereunder, and this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction Transaction contemplated hereunder is are not nor are they in any way intended to and should not be construed to constitute a novation of the Existing Credit Original Agreement. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other Repurchase Document, or document, instrument or agreement executed and/or delivered in connection therewith, shall mean and be a reference to this Agreement unless the context otherwise requires. Upon the effectiveness of any this Agreement, the terms of this Agreement shall govern all aspects of the other Prior Loan Documents or any obligations thereunder. On Facility represented by the Closing DateOriginal Agreement, including, without limitation, the Interest Periods for all Eurodollar Rate Loans outstanding eligibility of Purchased Assets purchased under the Existing Credit Original Agreement shall and any settlements to be terminated, the Borrower shall pay all accrued interest made with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loansthereto. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for Seller hereby reaffirms all Eurodollar Rate Loans outstanding under the Existing Credit Agreement security interests granted by it pursuant to the foregoing sentenceRepurchase Documents. 101 The It is the intention and agreement of each of the parties hereby agree that, on hereto that (A) the Closing Date, perfection and priority of all security interests securing the Commitments shall be as set forth in Schedule 2.01 payment of the Repurchase Obligations under this Agreement and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments other Repurchase Documents are preserved, (B) the Liens and security interests granted under the Original Agreement and this Agreement and the requisite assignments other Repurchase Documents shall continue in full force and effect without modification, interruption, lapse, termination or limitation, and (C) any reference to the Repurchase Agreement in any Repurchase Documents shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of reference this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
Appears in 1 contract
Samples: Master Repurchase and Securities Contract (Exantas Capital Corp.)
Amendment and Restatement. In order The parties to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby Agreement agree that, on upon (i) the Closing Dateexecution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement, . This Agreement is not intended to and the terms shall not constitute a novation. All Loans made and provisions of Obligations incurred under the Existing Credit AgreementAgreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and, except as otherwise expressly provided hereinof the Effective Date, shall be superseded governed by the terms of) this AgreementAgreement and the other Loan Documents. Notwithstanding this amendment and restatement of Without limiting the Existing Credit Agreementforegoing, including anything upon the effectiveness hereof: (a) all references in this Section 10.18, and of any related the “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and, as of the Effective Date, shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations outstanding Revolving Loans hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations reflect such Lender’s Applicable Percentage of the Borrower and each Loan Party under outstanding aggregate Revolving Exposures on the Existing Credit Agreement or any other Prior Loan Document Effective Date and (iiie) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay hereby agrees to compensate each Lender for any and all accrued interest with respect to losses, costs and expenses incurred by such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely Lender in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 sale and the outstanding principal amount assignment of any Eurocurrency Loans shall be reallocated in accordance with such Commitments and (including the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in “Eurocurrency Loans” under the Existing Credit Agreement) under and such reallocation described above, in each case on the Existing Credit Agreement. Notwithstanding anything to terms and in the contrary manner set forth in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.012.16 hereof.
Appears in 1 contract
Samples: Credit Agreement (Stepan Co)
Amendment and Restatement. In Administrative Agent, CS Buyers and Seller Parties entered into the Existing CS Repurchase Agreement. Barclays and RMS entered into the Existing Barclays Repurchase Agreement. Administrative Agent, Buyers and the Seller Parties desire to enter into this Agreement in order to facilitate this amendment consolidate, amend and restatement and otherwise to effectuate restate the desires of the Borrower, the Administrative Agent Existing CS Repurchase Agreement and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Barclays Repurchase Agreement shall be and hereby are amended and restated in their entirety by the termsentirety. The consolidation, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18CS Repurchase Agreement and the Existing Barclays Repurchase Agreement shall become effective on the date hereof, and each of any related “Loan Documents” (as such term is defined in Administrative Agent, Buyers and the Existing Credit Agreement Seller Parties shall hereafter be bound by the terms and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each conditions of this Agreement and the Notes other Program Agreements. This Agreement consolidates, amends and any other Loan Document (as defined herein) that is amended restates the terms and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation conditions of the Existing Credit CS Repurchase Agreement or and the Existing Barclays Repurchase Agreement, and is not a novation of any of the other Prior Loan Documents agreements or any obligations thereunder. On incurred pursuant to the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under terms of the Existing Credit Repurchase Agreement shall be terminatedor the Existing Barclays Repurchase Agreement. Accordingly, all of the Borrower shall pay all accrued interest with respect agreements and obligations incurred pursuant to such Loans, the terms of the Existing CS Repurchase Agreement and the Borrower shall furnish to Existing Barclays Repurchase Agreement are hereby ratified and affirmed by the parties hereto and remain in full force and effect. For the avoidance of doubt, it is the intent of Administrative Agent Revolving Loan Notices selecting Agent, Buyers and the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs Seller Parties that the security interests and liens granted in the Purchased Assets, Contributed REO Properties or Repurchase Assets pursuant to Section 3.05 8 of the Existing Credit CS Repurchase Agreement solely and Section 9 of the Existing Barclays Repurchase Agreement shall continue in full force and effect. All references to the Existing CS Repurchase Agreement in any Program Agreement or other document or instrument delivered in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments therewith shall be deemed to be made in such amounts by refer to this Agreement and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreementprovisions hereof. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.LEGAL02/37648106v16
Appears in 1 contract
Amendment and Restatement. In order to facilitate This Agreement amends and restates in its entirety the Original Credit Agreement and upon the effectiveness of this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing DateAgreement, the terms and provisions of the Existing Original Credit Agreement shall, subject to this Section 9.26, be superseded hereby. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement or this Agreement shall, and shall be and hereby are amended and restated in their entirety by the termsdeemed to, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by refer to this Agreement. Notwithstanding this the amendment and restatement of the Existing Original Credit Agreement by this Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans Parties outstanding under the Existing Original Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving other Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 Documents as of the Existing Credit Closing Date shall remain outstanding without novation and shall constitute continuing Obligations and shall continue as such to be secured by the Collateral. Such Obligations shall in all respects be continuing and this Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans other Loan Documents shall be reallocated in accordance with such Commitments and the requisite assignments shall not be deemed to be made evidence or result in a substitution, novation or repayment and reborrowing of such amounts by and between the Lenders and from each Lender to each other Lender, with the same Obligations which shall remain in full force and effect effect, except to any extent modified hereunder. The Liens securing payment of the Obligations under the Original Credit Agreement, as if such assignments were evidenced by applicable Assignments amended and Assumptions (as defined restated in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 form of this Agreement, no other documents or instrumentsshall in all respects be continuing, including any Assignment and Assumption, shall be executed in connection with these assignments securing the payment of all Obligations. [Signature Pages Omitted] EXHIBIT C EXHIBIT M – FORM OF JUNIOR LIEN INTERCREDITOR AGREEMENT [See attached.] Exhibit M JUNIOR LIEN INTERCREDITOR AGREEMENT Junior Lien Intercreditor Agreement (all of which requirements are hereby waivedthis “Agreement”), dated as of [ ], 20[ ], among BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such assignments shall be deemed to be made capacities, with all applicable representationsits successors and assigns, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Datemore specifically defined below, the Lenders shall make all necessary cash settlement in full with “Existing First Priority Representative”) for the Existing First Priority Secured Creditors (as defined below) secured pursuant to the Existing First Priority Agreement, [______________], as administrative agent and collateral agent for the Second Priority Creditors (as defined below) and each other Lender First Priority Representative and Second Priority Representative that from time to time becomes a party hereto pursuant to the terms hereof, and acknowledged and agreed to by, HAYWARD INTERMEDIATE, INC., a Delaware corporation (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated“Holdings”), either directly or through HAYWARD INDUSTRIES, INC., a New Jersey corporation (the Administrative Agent, as “Borrower”) and each of the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments Loan Parties (as such term is defined in the Existing Credit Agreementbelow) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01party hereto.
Appears in 1 contract
Samples: First Lien Credit Agreement (Hayward Holdings, Inc.)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate On the desires of date hereof (the Borrower“Restatement Date”), the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Original Term Loan Agreement shall be amended, restated and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, the Term Loan Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Term Loan Agreement) under the Original Term Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Term Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Term Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Term Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Term Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Term Loan Agreement shall survive the amendment and restatement of the Existing Credit Original Term Loan Agreement pursuant to this Agreement, including anything in this Section 10.18, . On and of any related “Loan Documents” (as such term is defined in after the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Restatement Date, (iia) each of this Agreement and reference in the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish Financing Agreements to the Administrative Agent Revolving “Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree thatAgreement”, on the Closing Date“Loan and Security Agreement”, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.DM3\3743049.7
Appears in 1 contract
Samples: Term Loan and Security Agreement (Diversicare Healthcare Services, Inc.)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby parties hereto agree that, on the Closing Effective Date, the terms and provisions of following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be and hereby are deemed to be amended and restated in their its entirety by the terms, conditions and provisions of pursuant to this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” ; (b) all Obligations (as such term is defined in the Existing Credit Agreement) owing to any Lender that was a lender under the Existing Credit Agreement shall be deemed to be Obligations outstanding hereunder and referred this Credit Agreement shall not constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder; (c) the Guaranty Obligations (as defined in the Existing Credit Agreement) of the Guarantors (as defined in the Existing Credit Agreement) in favor the Secured Parties pursuant to herein, individually or collectively, as the “Prior Loan Documents”), Existing Credit Agreement shall remain in full force and effect with respect to the Guaranteed Obligations and are hereby reaffirmed; (id) all Obligations Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents on the Effective Date shall be deemed to be Letters of Credit outstanding on the Effective Date under this Credit Agreement (the “Existing Obligations”) or shall continue as Obligations hereunder to the extent not repaid on or before the Closing Datebe backstopped by, (ii) each Letters of Credit issued under this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document cash collateralized in a manner satisfactory to the issuing banks thereof); and (iiie) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of all references in the other Prior Loan Credit Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under to the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect deemed to such Loans, and the Borrower shall furnish refer without further amendment to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loansthis Credit Agreement. The Existing Lenders parties hereto further acknowledge and agree that this Credit Agreement constitutes an amendment to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding made under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in terms of Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.11.6
Appears in 1 contract
Amendment and Restatement. In order (a) This Agreement is intended to facilitate this amendment amend and restatement restate and otherwise to effectuate supersede and replace in its entirety the desires of Existing Credit Agreement, without novation, with the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent Commitments set forth herein and the Lenders hereby agree thatand L/C Issuers party hereto. Any Lender party to the Existing Credit Agreement not listed in the signature pages hereof shall cease to be a Lender on the Closing Date upon payment of all amounts (except principal) due to it under Section 4.01(d) and all amounts of principal owing to it under Section 10.21(b). Without limiting the generality of the foregoing, on the Closing Date, each Lender listed on the terms and provisions of signature pages hereof not previously party to the Existing Credit Agreement shall be and hereby are amended become a Lender hereunder and restated shall have all of the rights and be obligated to perform all of the obligations of a Lender hereunder to the extent of its Commitment. Notwithstanding anything to the contrary contained in their entirety the Existing Credit Agreement, in order to effect the restructuring of the existing credit facilities as contemplated by the terms, conditions and provisions of this Agreement, (i) all existing Letters of Credit under (and as defined in) the terms Existing Credit Agreement will be deemed to be Letters of Credit in accordance with this Agreement, (ii) all accrued and provisions unpaid interest, and all accrued and incurred and unpaid fees, costs and expenses payable under the Existing Credit Agreement, including all accrued and unpaid Letter of Credit Fees under (and as defined in) Section 2.03(j) of the Existing Credit Agreement, except fronting fees under (and as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement described in ) Section 2.03(k) of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred all fees and expenses outstanding under Section 10.04(a) and Section 10.04(b) of the Existing Credit Agreement and other similar costs and expenses, will be due and payable on the Closing Date, (iii) all loans and other obligations of the Borrowers outstanding as of the Closing Date under the Existing Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, individually or collectivelywithout any further action by any Person, except that the Administrative Agent shall take any such actions as the “Prior Loan Documents”)set forth in clause (b) below, (iiv) all Obligations Base Rate Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans then outstanding under the Existing Credit Agreement shall continue as Base Rate Loans under this Agreement subject to the definition of “Base Rate” as defined in this Agreement, (v) all Alternative Currency Loans (as defined in the Existing Credit Agreement) then outstanding under the Existing Credit Agreement shall continue as Alternative Currency Loans in their respective currencies under this Agreement subject to the terms and conditions set forth in this Agreement, (vi) all Swing Line Loans (as defined in the Existing Credit Agreement) then outstanding under the Existing Credit Agreement shall continue as Swing Line Loans under this Agreement subject to the terms hereof and (vii) the Interest Periods for all Eurocurrency Rate Loans (each as defined in the Existing Credit Agreement) then outstanding under the Existing Credit Agreement shall terminate and, at the option of the Company pursuant to a Committed Loan Notice or Swing Line Loan Notice delivered pursuant to Section 4.01 on or prior to the Closing Date, such Loans shall be terminatedconverted to either Term SOFR Loans, Base Rate Loans or Alternative Currency Loans, as applicable, under this Agreement subject to the Borrower shall pay all accrued interest terms hereof (or, with respect to such Loansthe alignment of any Interest Period on the Closing Date, as set forth in the applicable Committed Loan Notice). Each party hereto acknowledges and agrees that, on and after the Closing Date, the Applicable Rate applicable to any Loan shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date, and each Lender party hereto consents to any early termination of any Interest Periods (as defined in the Borrower shall furnish to Existing Credit Agreement) as contemplated by the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree foregoing clause (vii) and agrees to waive any breakage costs pursuant amounts to which it might otherwise be entitled under Section 3.05 of the Existing Credit Agreement solely in connection with the termination therewith. The Letters of Credit (undrawn or drawn but as yet unreimbursed as of the Interest Periods for all Eurodollar Rate Loans Closing Date) outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, which are specified on Schedule 1.02, shall, following the Commitments shall be satisfaction of all conditions precedent as set forth in Schedule 2.01 and Section 4.01 to the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall initial Credit Extension hereunder, be deemed to be made constitute Letters of Credit issued hereunder in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force manner and effect subject to the same terms and conditions as if such assignments were evidenced by applicable Assignments and Assumptions (issued initially as defined in the Existing Letters of Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything pursuant to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.012.03.
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The BorrowerBorrowers, the Administrative Agent and the Lenders hereby agree that, on that upon the Closing Dateeffectiveness of this Agreement, the terms and provisions of the Existing Credit Original Agreement shall be and hereby are amended and restated in their entirety by the terms, terms and conditions and provisions of this Agreement, Agreement and the terms and provisions of the Existing Credit Original Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this the amendment and restatement of the Existing Credit Original Agreement by this Agreement, including anything in this Section 10.18, the Borrowers shall continue to be liable to the Administrative Agent and of any related “Loan Documents” (as such term is defined in the Existing Credit Lenders with respect to agreements on the part of the Borrowers under Section 11.11 of the Original Agreement to indemnify and referred to herein, individually or collectively, as hold harmless the “Prior Loan Documents”), (i) all Obligations (as defined in Administrative Agent and the Existing Credit Agreement) outstanding under Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated Lenders may be subject arising in connection with this the Original Agreement. This Agreement is given as a substitution forof, and not as a payment of, the indebtedness, liabilities and Existing Obligations obligations of the Borrower and each Loan Party Borrowers under the Existing Credit Original Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Credit Original Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or interest rate selection notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement or all amounts outstanding and owing by Borrowers under the Original Agreement as of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, as determined by the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement Lenders, shall be terminated, the Borrower shall pay all accrued constitute Advances hereunder accruing interest with respect to such Loansthe Base Rate Loans under the Original Agreement, and at the Borrower Base Rate hereunder. The Borrowers shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs a notice pursuant to Section 3.05 of the Existing Credit Agreement solely 2.11 for existing Loans and Borrowing Notices for additional Loans as may be required in connection with the termination allocation of Loans among Lenders in accordance with their Applicable Commitment Percentages. This Agreement shall become effective upon the execution of the Interest Periods for all Eurodollar Rate Loans outstanding under Agreement by the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing DateBorrowers, the Commitments shall be as Agent and the Required Lenders and the satisfaction of the conditions set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.015.01.
Appears in 1 contract
Samples: Credit Facilities and Reimbursement Agreement (Autonation Inc /Fl)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate It is the desires intention of each of the Borrower, parties hereto that the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Original Agreement shall be and hereby are amended and restated in their its entirety by pursuant to this Agreement so as to preserve the terms, conditions perfection and provisions priority of this Agreement, all security interests and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) Liens securing obligations outstanding under the Existing Credit Original Agreement and other Prior Loan Documents (that all Obligations of PESRM hereunder shall be secured by the “Existing Obligations”) shall continue as Obligations hereunder Liens granted or purported to be granted pursuant to the extent not repaid on or before the Closing Date, (ii) each of Supply and Offtake Security Documents and that this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and does not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding “Obligations” under and as defined in, and existing under, the Existing Credit Original Agreement pursuant (other than any “Obligations” under or relating to the foregoing sentenceOriginal Agreement). 101 The parties hereby agree thatPESRM, on MLC and each other Person party hereto further acknowledges and agrees that this Agreement constitutes an amendment of the Closing Date, the Commitments shall be as set forth in Schedule 2.01 Original Agreement made under and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments the terms of Section 16.10 of the Original Agreement. In addition, from and after the requisite assignments Effective Date, all references to the “Supply and Offtake Agreement” contained in the other Effective Date PESRM Documents shall be deemed to be made refer to this Agreement. ** Certain information in such amounts by this document has been omitted and between the Lenders and from each Lender to each other Lender, filed separately with the same force Securities and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit AgreementExchange Commission. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, Confidential treatment has been requested with respect to all assignmentsthe omitted portions. ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTED as of the date first written above by MLC, reallocations PESRM and other changes PESA. MLC: XXXXXXX XXXXX COMMODITIES, INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director ** Certain information in this document has been omitted and filed separately with the Commitments (as such term is defined in Securities and Exchange Commission. Confidential treatment has been requested with respect to the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.omitted portions. PESRM:
Appears in 1 contract
Samples: Supply and Offtake Agreement (Philadelphia Energy Solutions Inc.)
Amendment and Restatement. In order to facilitate this amendment This Agreement amends and restatement restates in its entirety the 2014 Credit Agreement; and otherwise to effectuate the desires Loan Parties confirm that the 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the Borrowerexecution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Administrative Agent Obligations hereunder as amended hereby; and all such Collateral (as defined in the Lenders: 2014 Credit Agreement) shall continue to secure the Obligations hereunder. The BorrowerLoans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent and the Lenders hereby acknowledge and agree that, on that the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing 2014 Credit AgreementAgreement by this Agreement is not intended to constitute, including anything in this Section 10.18nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and of any related “the other Loan Documents” Documents (as such term is defined in therein) thereunder or the Existing Credit Agreement collateral security therefor and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes other Loan Documents are entitled to all rights and benefits originally pertaining to the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein). For the avoidance of doubt, the Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that upon execution of this Agreement by the parties hereto, Hallador Energy Company shall be the Borrower hereunder and shall no longer be, and is hereby released as, a Guarantor under this Agreement and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given but shall be bound as a substitution forBorrower), and not as a payment ofSunrise Coal, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement LLC shall be terminateda Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower shall pay all accrued interest with respect to such Loans, under this Agreement and the Borrower shall furnish to the Administrative Agent Revolving any other Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments Documents (but shall be bound as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreementa Guarantor). Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.RESTATED CREDIT AGREEMENT]
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate On the desires of date hereof (the Borrower“Restatement Date”), the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Original Revolving Loan Agreement shall be amended, restated and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding The parties hereto acknowledge and agree that (a) this amendment Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and restatement the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan DocumentsLiabilities” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Original Revolving Loan Agreement) outstanding under the Existing Credit Original Revolving Loan Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder in effect prior to the extent not repaid on or before Restatement Date; (b) such “Liabilities” are in all respects continuing with only the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is terms thereof being amended and restated modified as provided in connection with this Agreement is given as a substitution for, and not as a payment of, Agreement; (c) the indebtedness, liabilities and Existing Obligations of Liens granted in the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement Collateral pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth Financing Agreements securing payment of such “Liabilities” are in Schedule 2.01 all respects continuing and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same full force and effect as if such assignments were evidenced by applicable Assignments and Assumptions secure the payment of the Liabilities (as defined in the Existing Credit this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Existing Credit Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Notwithstanding anything to Without limitation on the contrary in Section 10.06 foregoing, each of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment Borrowers hereby fully and Assumption, shall be executed in connection with these assignments (unconditionally ratifies and affirms all of which requirements are hereby waived)the Financing Agreements, as amended, and such assignments agrees that all security interests granted to CIBC or the Administrative Agent in the Collateral thereunder shall be deemed to be made with from and after the date hereof secure all applicable Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants as if evidenced by an Assignment of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement agrees that any choses in full with each action or other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly rights created in favor of CIBC or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.its -132-
Appears in 1 contract
Samples: Revolving Loan and Security Agreement (Diversicare Healthcare Services, Inc.)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate On the desires of date hereof (the Borrower“Restatement Date”), the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Original Revolving Loan Agreement shall be amended, restated and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding The parties hereto acknowledge and agree that (a) this amendment Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and restatement the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan DocumentsLiabilities” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Existing Credit Original Revolving Loan Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or immediately before the Closing Date, (ii) each effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to CIBC or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Notes Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other Loan Document rights created in favor of CIBC or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers contained in or delivered (as defined herein) that is amended including representations and restated warranties delivered in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations making of the Borrower and each loans or other extensions of credit thereunder) in connection with the Original Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither Agreement, shall survive the execution and delivery of such documents nor the consummation this Agreement but in favor of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent; provided, as the Administrative Agent may direct or approvehowever, with respect to all assignments, reallocations that it is understood and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such agreed that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.-121-
Appears in 1 contract
Samples: Revolving Loan and Security Agreement (Diversicare Healthcare Services, Inc.)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate On the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Effective Date, the terms (i) this Agreement shall amend and provisions of restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, this Agreement shall be not constitute a novation of the parties’ rights and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreementobligations thereunder, and (ii) the terms Liens and provisions of the Existing Credit Agreement, except security interests as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in granted under the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior any Loan Documents”), (i) all Obligations Document (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each securing payment of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations obligations thereunder are in all respects continuing and in full force and effect. The parties hereto agree and acknowledge that (A) the Revolving Credit Facility set forth in subsection 2.1(b) is a continuation of the Borrower “Revolving Credit Facility” under and each Loan Party under as defined in the Existing Credit Agreement or any other Prior Loan Document Agreement, (B) the Revolving Euro Tranche Facility set forth in subsection 2.1(c) is a continuation of the “Revolving Euro Tranche Facility” under and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of as defined in the Existing Credit Agreement or of any Agreement, (C) the Revolving Yen Tranche Facility set forth in subsection 2.1(d) is a continuation of the other Prior “Revolving Yen Tranche Facility” under and as defined in the Existing Credit Agreement, (D) the Term A-2 Facility hereunder is a continuation of the “Incremental Term A-2 Facility” under and as defined in the Term A-2 Loan Documents or any obligations thereunder. On Amendment and the Closing DateExisting Credit Agreement, (E) the Interest Periods for all Eurodollar Rate Loans proceeds of the Term A-1 Facility set forth in subsection 2.1(a), together with Revolving Credit Loans, will be used on the Initial Funding Date to repay in full amounts outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, “Term A Facility” under and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of as defined in the Existing Credit Agreement solely in connection with Agreement, and (F) the termination Revolving Credit Commitments, the Revolving Euro Tranche Commitments, Revolving Yen Tranche Commitments and the Term A-1 Commitments of each of the Interest Periods for all Eurodollar Rate Loans outstanding under Lenders as of the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments Initial Funding Date shall be as set forth in Schedule 2.01 2.1. Notwithstanding the foregoing, to the extent the Effective Date is not a Business Day, (x) the commitments under the Existing Credit Agreement shall not be re-allocated until the Initial Funding Date and (y) interest rates applicable with respect to the loans outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments under the “Term A Facility” under and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under Agreement shall continue to apply on the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements Effective Date until such loans are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement paid in full with each other Lender (and with on the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01Initial Funding Date.
Appears in 1 contract
Samples: Credit Agreement (Graphic Packaging International, LLC)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.1810.20, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Committed Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree that the transactions contemplated by this Agreement shall not give rise to waive any breakage costs pursuant obligation of the Borrower to make any payment under Section 3.05 3.4 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentenceAgreement. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 10.6 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
Appears in 1 contract
Samples: Credit Agreement (Quidel Corp /De/)
Amendment and Restatement. In order to facilitate On the Amendment Effective Date, this amendment Agreement shall amend, restate and restatement and otherwise to effectuate supersede the desires of Existing Loan Agreement in its entirety, except as provided in this Section 13.13. On the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Amendment Effective Date, the terms rights and provisions obligations of the parties evidenced by the Existing Credit Loan Agreement shall be evidenced by this Agreement and hereby are amended the other Financing Agreements and restated the grant of security interest in their entirety the Collateral by the terms, conditions relevant Borrowers and provisions of this Agreement, Guarantors under the Existing Loan Agreement and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related other “Loan DocumentsFinancing Agreements” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Loan Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue hereunder but as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of amended by this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution forFinancing Agreements, and shall not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or in any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall event be terminated, the Borrower extinguished or annulled but shall pay all accrued interest with respect to such Loans, hereafter be governed by this Agreement and the Borrower shall furnish other Financing Agreements. All references to the Administrative Agent Revolving Existing Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive Agreement in any breakage costs pursuant to Section 3.05 of the Existing Credit Financing Agreement solely or other document or instrument delivered in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments therewith shall be deemed to refer to this Agreement and the provisions hereof. As of the Amendment Effective Date, the rights and obligations of the parties under the Existing Loan Agreement shall be made in such amounts subsumed within and be governed by and between this Agreement. Each of the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions “Loans” (as defined in the Existing Credit Loan Agreement) advanced by the existing Lenders and outstanding under the Existing Credit Agreement. Notwithstanding anything Loan Agreement immediately prior to the contrary effectiveness of this Agreement shall continue to be Loans hereunder, provided that all interest, fees and expenses owing or accruing under or in Section 10.06 respect of the Existing Credit Loan Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, through the Amendment Effective Date shall be executed calculated as of the Amendment Effective Date (pro rated in connection with these assignments (all the case of which requirements are hereby waivedany fractional periods), and such assignments shall be paid on the Amendment Effective Date. As of the Amendment Effective Date, the Letters of Credit under the Existing Loan Agreement shall be deemed to be made with all applicable representationsLetters of Credit issued hereunder, warranties and covenants as if evidenced by an Assignment the Borrowers hereby affirm their respective obligations thereunder. Without limiting the generality of the foregoing and Assumption. On to the Closing Dateextent necessary, the existing lenders, the Lenders shall make and the Working Capital Agent reserve all necessary cash settlement in full with each other Lender (and with the Existing Lenders of their rights under the Existing Credit Loan Agreement whose Commitments thereunder are being terminated), either directly or through and the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments “Financing Agreements” (as such term is defined in the Existing Credit Loan Agreement) which by their express terms survive the termination of the Existing Loan Agreement and each of the Guarantors hereby obligates itself again in respect of all such that after giving effect to such settlements each Lender’s Applicable Percentage present and future “Obligations” (as defined in the Existing Loan Agreement). Nothing contained herein shall be construed as set forth on Schedule 2.01a novation of the “Obligations” outstanding under and as defined in the Existing Loan Agreement, which shall remain in full force and effect, except as modified hereby.
Appears in 1 contract
Amendment and Restatement. In order The undersigned Lenders, to facilitate this the extent a party to the Existing Revolving Credit Agreement (the “Existing Lenders”), agree and acknowledge that in connection with the amendment and restatement and otherwise to effectuate of the desires of Existing Revolving Credit Agreement pursuant hereto, the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Existing Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred make adjustments to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations the outstanding principal amount of “Revolving Loans” (as defined in the Existing Revolving Credit Agreement, but not any interest accrued thereon prior to the Effective Date or any accrued facility fees under the Existing Revolving Credit Agreement prior to the Effective Date), including the borrowing of such additional “Revolving Loans” (which may include “Eurodollar Loans”, as defined in the Existing Revolving Credit Agreement) outstanding under and the Existing Credit Agreement and other Prior Loan Documents repayment of “Revolving Loans” (which may include the prepayment or conversion of “Existing ObligationsEurodollar Loans”) plus all applicable accrued interest, fees and expenses as shall continue be necessary to provide for Revolving Loans by each Lender in the amount of its new Applicable Percentage of all Revolving Loans as Obligations hereunder to of the extent not repaid on or before the Closing Effective Date, and (ii) each participations in any outstanding “Letters of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions Credit” (as defined in the Existing Revolving Credit Agreement) issued under the Existing Revolving Credit Agreement (the “Existing Letters of Credit”) to provide for each Lender’s participation in such Existing Letters of Credit equal to such Lender’s new Applicable Percentage of the aggregate amount available to be drawn under each such Existing Letter of Credit as of the Effective Date. In connection with the foregoing (i) each Existing Lender shall be deemed to have made an assignment of its outstanding Revolving Loans and “Commitments” (as defined in the Existing Revolving Credit Agreement) under the Existing Revolving Credit Agreement. Notwithstanding anything to , and assumed outstanding Revolving Loans and Commitments of other Existing Lenders under the contrary in Section 10.06 Existing Revolving Credit Agreement, all at the request of the Existing Credit Agreement or Section 10.06 of this AgreementBorrower, no other documents or instruments, including any Assignment and Assumption, shall as may be executed in connection with these assignments (all of which requirements are hereby waived)necessary to effect the foregoing, and such assignments each Existing Lender hereby waives any right to any reimbursement under Section 2.21 hereof with respect thereto, and (ii) each Existing Letter of Credit shall be deemed to be made with a Letter of Credit issued hereunder as of the Effective Date for all applicable representationspurposes hereof. Each of the undersigned Existing Lenders, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders waives any requirement under the Existing Revolving Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, that notice with respect to all assignmentsany such borrowing, reallocations and prepayment or other changes transaction described in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall this Section 10.15 be as set forth on Schedule 2.01.given. [SIGNATURES BEGIN ON NEXT PAGE]
Appears in 1 contract
Samples: Revolving Credit Agreement (Western Gas Partners LP)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on that upon the Closing Dateeffectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement Agreement, other than those relating to the Bolle Obligations or otherwise amended and restated pursuant to the Bolle Credit Agreement, shall be and hereby are amended and restated in their entirety by the terms, conditions terms and provisions of this Agreement, Agreement and the such terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, Agreement shall be superseded by this Agreement, except as expressly provided herein. Notwithstanding this the amendment and restatement of the Existing Credit Agreement as described above by this Agreement, including anything in this Section 10.18, the Borrower shall continue to be liable to the Agent and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred each Lender with respect to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding its agreements under the Existing Credit Agreement to indemnify and other Prior Loan Documents (hold harmless the “Existing Obligations”) shall continue as Obligations hereunder Agent and each Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the extent not repaid on Agent or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated Lender may be subject arising in connection with the Existing Credit Agreement in accordance with the terms thereof. Notwithstanding the amendment and restatement of the Existing Credit Agreement by this Agreement is given as a substitution forAgreement, and not as a payment of, all of the indebtedness, liabilities and Existing Obligations of obligations owing by the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document after giving effect to the Assignment and Amendment (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended hereinafter in this Agreement all references to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of mean the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts amended by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.the
Appears in 1 contract
Samples: Security Agreement (Bec Group Inc)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate On the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Effective Date, (iia) each of this Agreement Guaranty shall amend and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under restate the Existing Credit Agreement or any other Prior Loan Document and (iii) neither Guaranty in its entirety but, for the execution and delivery avoidance of such documents nor the consummation of any other transaction contemplated hereunder is intended to doubt, shall not constitute a novation of the Existing Credit Agreement or of any parties’ rights and obligations thereunder, and (b) the rights and obligations of the other Prior Loan Documents or any obligations thereunderparties hereto evidenced by the Existing Guaranty shall be evidenced by this Guaranty. On IN WITNESS WHEREOF, each of the Closing DateInitial Guarantors has caused this Guaranty to be duly executed by its authorized officer as of the day and year first above written. MARVASOL INC., a Delaware corporation By: Name: Title: [INSERT OTHER INITIAL GUARANTORS] Acknowledged and Agreed as of the date first above written: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: ANNEX I TO AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT FOR DOMESTIC SUBSIDIARIES Reference is hereby made to the Amended and Restated Guarantee Agreement (the “Guaranty”) made as of February 1, 2017, by and among [NAMES OF INITIAL GUARANTORS] (collectively, the Interest Periods for all Eurodollar Rate Loans outstanding under “Initial Guarantors”, and along with any additional Domestic Subsidiaries which become parties thereto and together with the Existing Credit Agreement shall be terminatedundersigned, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived“Guarantors”), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through favor of the Administrative Agent, as for the Administrative Agent may direct or approveratable benefit of the Secured Parties, with respect under the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to all assignments, reallocations and other changes them in the Commitments (Guaranty. By its execution below, the undersigned [NAME OF NEW GUARANTOR], a [state of incorporation/organization] [corporation] [partnership] [limited liability company], agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by such Guaranty as such term is defined if originally a party thereto. By its execution below, the undersigned represents and warrants as to itself that all of the representations and warranties contained in Section 2 of the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be Guaranty are true and correct in all respects as set forth on Schedule 2.01of the date hereof.
Appears in 1 contract
Samples: Credit Agreement (LogMeIn, Inc.)
Amendment and Restatement. In order This Agreement amends and restates the Original Security Agreement. The execution of this Agreement does not extinguish the indebtedness, liabilities and obligations of Borrower outstanding in connection with the Original Security Agreement, as amended hereby, or the Loan Documents nor does it constitute a novation with respect to facilitate such indebtedness, liabilities and obligations. Debtor ratifies and confirms that the Original Security Agreement, as amended hereby, and the other Loan Documents are and remain in full force and effect in accordance with their respective terms, that the Collateral is unimpaired by this amendment and restatement and otherwise that the liens, security interests and other security and Collateral held by Secured Party are valid and subsisting and are hereby affirmed, renewed, extended, carried forward and regranted to effectuate secure any and all indebtedness incurred by Borrower to Secured Party. Debtor has no right of offset, defense or counterclaim to the desires payment and performance of its obligations under the BorrowerOriginal Security Agreement, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are as amended and restated in their entirety by the terms, conditions and provisions of this Agreementhereby, and the terms and provisions other Loan Documents, or to the enforcement by Secured Party of any right or remedy available to it under the Existing Credit Original Security Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment ofhereby, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunderapplicable law. On SCHEDULE I LOCATION OF EOUIPMENT AND INVENTORY Inventory and Equipment is located at the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as addresses set forth in below: SIELOX,LLC 000 Xxxx 0xx Xxx. Xxxxxxxxx, XX 00000 COSTAR VIDEO SYSTEMS, LLC 0000 Xxxxxxxxx Xx. Xxxxx 000 Xxxxxxxxxx, Xxxxx 00000 Amended and Restated Security Agreement – Schedule 2.01 I –Location of Equipment and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.Inventory
Appears in 1 contract
Samples: Security Agreement (Sielox Inc)
Amendment and Restatement. In order Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to facilitate this amendment a Revolving Credit, Guaranty, and restatement Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and otherwise by a Joinder and Amendment No. 2 to effectuate the desires Loan Documents effective as of the BorrowerDecember 13, 2013, the Administrative Agent “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Lenders: Existing Credit Facility. The Borrowerobligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Administrative Agent and Existing Loan Agreement or the Lenders hereby agree thatOther Documents (as defined therein) prior to its execution hereof, on the Closing Date, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Credit Loan Agreement shall be and hereby are amended and restated in their entirety by to delete the terms, conditions and provisions of this Agreement, and the terms and provisions term of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement Loan Agreement which was the basis for such continuing Default or Event of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01Default.
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby parties hereto agree that, on the Closing Effective Date, the terms and provisions of following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be and hereby are deemed to be amended and restated in their its entirety by pursuant to this Credit Agreement; (b) all Obligations under the termsExisting Credit Agreement outstanding on the Effective Date shall in all respects be continuing and shall be deemed to Obligations outstanding hereunder; (c) the Guaranty Obligations of the Guarantors in favor the Administrative Agent, conditions and provisions of this Agreementeach Lender, each Treasury Management Bank, each Hedge Bank, and each other holder of the terms and provisions of Obligations pursuant to the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment remain in full force and restatement of effect with respect to the Existing Credit Agreement, including anything in this Section 10.18, Obligations and of any related “Loan Documents” are hereby reaffirmed; (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (id) all Obligations (as defined in the Existing Letters of Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (on the “Existing Obligations”) Effective Date shall continue as Obligations hereunder be deemed to be Letters of Credit outstanding on the extent not repaid on or before the Closing Date, (ii) each of Effective Date under this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document Agreement; and (iiie) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of all references in the other Prior Loan Credit Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under to the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect deemed to such Loans, and the Borrower shall furnish refer without further amendment to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loansthis Credit Agreement. The Existing Lenders parties hereto further acknowledge and agree that this Credit Agreement constitutes an amendment to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding made under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under terms of Section 11.6 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 Each of the Existing parties hereto has caused a counterpart of this Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representationsduly executed and delivered as of the date first above written. BORROWERS: SPEEDWAY MOTORSPORTS, warranties INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice Chairman, Chief Financial Officer and covenants as if evidenced by an Assignment Treasurer SPEEDWAY FUNDING, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and AssumptionChief Financial Officer SPEEDWAY MOTORSPORTS, INC. On the Closing DateAMENDED AND RESTATED CREDIT AGREEMENT GUARANTORS: ATLANTA MOTOR SPEEDWAY, the Lenders shall make all necessary cash settlement LLC, a Georgia limited liability company BRISTOL MOTOR SPEEDWAY, LLC, a Tennessee limited liability company CHARLOTTE MOTOR SPEEDWAY, LLC, a North Carolina limited liability company INEX CORP., a North Carolina corporation KENTUCKY RACEWAY, LLC a Kentucky limited liability company NEVADA SPEEDWAY, LLC, a Delaware limited liability company NEW HAMPSHIRE MOTOR SPEEDWAY, INC., a New Hampshire corporation SMI SYSTEMS, LLC a Nevada limited liability company SMI TRACKSIDE, LLC, a North Carolina limited liability company SMISC HOLDINGS, INC., a North Carolina corporation SPEEDWAY MEDIA, LLC, a North Carolina limited liability company SPEEDWAY PROPERTIES COMPANY, LLC, a Delaware limited liability company SPEEDWAY SONOMA, LLC, a Delaware limited liability company SPEEDWAY TBA, LLC, a North Carolina limited liability company TEXAS MOTOR SPEEDWAY, INC., a Texas corporation U.S. Legend Cars International, Inc., a North Carolina corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory Speedway TBA, LLC, a North Carolina limited liability company By: Speedway Motorsports, Inc., its Sole Member By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice Chairman, Chief Financial Officer and Treasurer SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT TSI Management Company, LLC, a North Carolina limited liability company By: SMISC Holdings, Inc., Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, its capacity as the Administrative Agent may direct or approveBy: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President LENDERS: BANK OF AMERICA, with respect to all assignmentsN.A., reallocations in its capacity as a Lender, Swingline Lender and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.Issuing Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Banker Senior SUNTRUST BANK By: /s/ J. Xxxxxxx Xxxxxx Name: J. Xxxxxxx Xxxxxx Title: Vice President U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President FIRST TENNESSEE BANK NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT REGIONS BANK By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Senior Vice President TD BANK, N.A. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President COMERICA BANK By: /s/ X. X. Xxxxxxx Name: X. X. Xxxxxxx Title: Vice President FIFTH THIRD BANK By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate It is intended by the desires parties hereto that (a) all obligations of the Borrowerparties under the Existing Credit Agreement shall continue to exist under and be evidenced by this Agreement and the other Loan Documents; and (b) except as expressly stated herein or amended hereby, the Existing Credit Agreement, the Guaranty and each Issuer Document are ratified and confirmed as remaining unmodified and in full force and effect with respect to all obligations thereunder; it being understood that it is the intent of the parties hereto that this Agreement does not constitute a novation of rights, obligations and liabilities of the respective parties existing under the Existing Credit Agreement and such rights, obligations and liabilities shall continue and remain outstanding, and that this Agreement amends, restates and replaces in its entirety the Existing Credit Agreement. On the Restatement Signing Date, (i) the Guaranty and each Issuer Document that was in effect immediately prior to the Restatement Signing Date shall continue to be effective, (ii) unless the context otherwise requires, any reference to the Existing Credit Agreement contained in any Loan Document shall be deemed to refer to this Agreement and any reference to the Loans or Obligations shall be deemed to refer to the Loans and Obligations under this Agreement, (iii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order for each Lender’s credit exposure and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, outstanding Loans hereunder to reflect such Lender’s Total Pro Rata Share thereof on the Closing DateRestatement Signing Date and (iv) the Existing Loans, the terms if any, of each Departing Lender shall be repaid in full (accompanied by any accrued and provisions of unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder. Each Lender and Departing Lender hereby are amended and restated in their entirety by waives any right to prior notice of the termstermination or reduction of its “Commitments” under, conditions and provisions or prepayment of this Agreementits “Loans” under, and the terms and provisions of the Existing Credit Agreement. Prior to the Restatement Signing Date, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “all Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations Documents (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated remain in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely full force in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated effect in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01their existing terms.
Appears in 1 contract
Samples: Credit Agreement (Smith a O Corp)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires As of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Effective Date, the terms Commitments of certain Lenders under (and provisions of as defined in) the Existing Credit Agreement shall be and hereby are amended and restated in their entirety terminated by the termsCompany (such Lenders, conditions the “Departing Lenders”). The remaining Lenders under (and provisions as defined in) the Existing Credit Agreement shall be Banks under this Agreement with Commitments as set forth on the signature pages hereof. By its execution and delivery of this Agreement, each Bank that was a Lender under (and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in in) the Existing Credit Agreement hereby consents to the execution and referred delivery of this Agreement and to herein, individually or collectively, as the “Prior Loan Documents”), non-pro rata reduction of Commitments (i) all Obligations (under and as defined in the Existing Credit Agreement) outstanding occurring on the Effective Date as a result of the termination of the Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Effective Date, effective immediately following such termination and repayment, the Existing Credit Agreement shall be amended, restated and superseded in its FIFTH AMENDED AND RESTATED CREDIT AGREEMENT entirety by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the obligations of the Company and the other Borrowers under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder in effect prior to the extent not repaid on or before Effective Date (except with respect to the Closing DateDeparting Lenders, (ii) each of this Agreement and except that the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation provisions of the Existing Credit Agreement or of any that by their express terms survive the termination of the Existing Credit Agreement shall continue for the Departing Lenders) and (b) such obligations are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement. Without limiting the generality of the foregoing, after giving effect to the Departing Lender Commitment terminations and repayments, (i) all “Loans” outstanding under (and as defined in) the Existing Credit Agreement shall on the Effective Date become Loans hereunder, (ii) all “Letters of Credit” under (and as defined in) the Existing Credit Agreement shall on the Effective Date become Letters of Credit hereunder and (iii) all other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall Effective Date be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) obligations under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
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Amendment and Restatement. In order to facilitate this amendment This Agreement amends and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of restates in its entirety the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, ; and the terms and provisions of Credit Parties confirm that the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment the other Credit Documents and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” Collateral for the Secured Obligations thereunder (as all such term is capitalized terms are defined in the Existing Credit Agreement Agreement) have at all times, since the date of the execution and referred delivery of such documents, remained in full force and effect and continued to herein, individually or collectively, secure such obligations which are continued as the “Prior Loan Documents”), (i) Secured Obligations hereunder as amended hereby; and all Obligations such Collateral (as defined in the Existing Credit Agreement) outstanding shall continue to secure the Secured Obligations hereunder except to the extent such Collateral was released from the Transaction Liens as a result of a transaction permitted under the Existing Credit Agreement prior to the date hereof. The Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the Existing Credit Agreement. The Credit Parties, the Administrative Agent and the Lenders acknowledge and agree that the amendment and restatement of the Existing Credit Agreement by this Agreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Credit Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined therein) thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the Existing Credit Agreement and the other Credit Documents (as such term is defined therein), but as amended herein. From and after the Effective Date, all references made to the Existing Credit Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. The outstanding commitments under the Existing Credit Agreement have been assigned, renewed, extended, modified, and rearranged as Commitments under and pursuant to the terms of this Agreement. Certain of the Lenders (as Lenders under the Existing Credit Agreement) have agreed among themselves, in consultation with the Borrower and the Administrative Agent, to adjust their respective Commitments and to terminate the commitments of certain lenders under the Existing Credit Agreement who will not become a Lender hereunder (each an “Exiting Lender”). The Administrative Agent, the Lenders, and the Borrower, and each Exiting Lender (by receipt of the payment in full of the Loans as defined in, and owing to it under, the Existing Credit Agreement or receipt of notice of termination of its commitments under the Existing Credit Agreement) consented to such that reallocation and each Exiting Lender’s termination of, and each Exiting Lender’s assignment of, an interest in the commitments and the Exiting Lenders’ assignments of their respective commitments. On the Effective Date, and after giving effect to such settlements reallocations, adjustments, assignments and decreases, the Commitments of each Lender’s Applicable Percentage Lender shall be as set forth on Schedule 2.01.1.1(A). The Lenders shall make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the Lenders’ commitments under the Existing Credit Agreement to under this Agreement. The Borrower and each Lender party hereto that was a “Lender” under the Existing Credit Agreement hereby agrees and this Section 11.18 and any other agreement executed by an Exiting Lender that is acceptable to the Administrative Agent shall be deemed approved assignment forms as required under the Existing Credit Agreement. 126
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Amendment and Restatement. In order to facilitate this amendment This Agreement represents a full and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this complete amendment and restatement of the Credit Agreement dated as of August 13, 1996 (the "Existing Credit Agreement"), including anything in this Section 10.18among the Borrower, the Agent, as administrative agent, Provident, as documentation agent, and the Lenders named therein, and that prior version is deemed replaced hereby as of any related “Loan Documents” the effectiveness of this Agreement. The indebtedness under such prior version of this Agreement continues under this Agreement (as such term is defined reallocated among the Lenders in connection with the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit effectiveness of this Agreement) outstanding and the execution of this Agreement does not indicate a payment, satisfaction, novation, or discharge thereof. All support for the indebtedness under the Existing Credit prior version of this Agreement and other Prior Loan Documents (continues to support the “Existing Obligations”) indebtedness hereunder. Upon the effectiveness of this Agreement, all outstanding Advances shall continue as Obligations hereunder to be reallocated among the extent not repaid on or before Lenders ratably in accordance with their Commitments. Amounts payable under the Closing Date, (ii) each prior version of this Agreement shall accrue thereunder until the effectiveness of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection Agent shall arrange with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party the Lenders to prorate and ratably distribute to the Agent and the Lenders all amounts payable under the Existing Credit prior version of this Agreement or any other Prior Loan Document and (iii) neither for the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish periods prior to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 effectiveness of this Agreement. THE BORROWER, no other documents or instrumentsTHE LENDERS, including any Assignment and AssumptionTHE ISSUING LENDER AND THE AGENT HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, shall be executed in connection with these assignments ANY OTHER CREDIT DOCUMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, A CREDIT AGREEMENT IN WHICH THE AMOUNT INVOLVED IN THE CREDIT AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE LOAN AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY'S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN CREDIT AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THE CREDIT AGREEMENT. THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. EXECUTED as of the date first above written. BORROWER: CARRIAGE SERVICES, INC. By:_______________________________________ Thomas C. Livengood, Executive Vice Xxxxxxxxx xnd Chief Financial Officer AGENT: NATIONSBANK OF TEXAS, N.A., as Agent By:_______________________________________ Albert L. Welch Vice Presidxxx XXXXXXXXXT: LENDERS: NATIONSBANK OF TEXAS, N.A., By: ______________________________________ $40,000,000 Albert L. Welch Vice Presidxxx $00,000,000 PROVIDENT SERVICES, INC. By: ______________________________________ Daniel M. Chong Vice Presidxxx $25,000,000 BANK ONE, TEXAS, NA By: ______________________________________ H. Gale Smith Vice President $00,000,000 CIBC INC. By: ______________________________________ Chris Kleczkowski Director, XXXX Xxxx Xxxxx Securities Corp., AS AGENT $15,000,000 CORESTATES BANK, N.A. By: ______________________________________ Geoffrey Smith Commercial Oxxxxxx $00,000,000 TORONTO DOMINION (all of which requirements are hereby waivedTEXAS), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and AssumptionINC. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.By: Name: Title: ============ $150,000,000 TOTAL COMMITMENTS
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Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on On the Closing Date, the terms this Agreement shall amend and provisions of restate the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreementits entirety, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in SECTION 5.01(f). On the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”)Closing Date, (i) all Obligations outstanding Revolving Credit Loans under the Existing Credit Agreement (the "EXISTING REVOLVING CREDIT LOANS") made by any Existing Lender who is not a Lender hereunder shall be repaid in full and the commitments and other obligations and rights (except as defined expressly set forth in the Existing Credit Agreement) of such Existing Lender shall be terminated, (b) all Existing Revolving Credit Loans not being repaid under item (a) above, shall be, from and after the Closing Date, Revolving Credit Loans hereunder and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Revolving Credit Loans, together with any Revolving Credit Loans funded hereunder on the Closing Date, reflect the Revolving Credit Commitments of the Lenders hereunder, (c) all outstanding Letters of Credit under the Existing Credit Agreement and other Prior Loan Documents (collectively, the “Existing Obligations”"EXISTING LETTERS OF CREDIT") shall continue as Obligations hereunder be, from and after the Closing Date, Letters of Credit hereunder, (d) all accrued but unpaid interest due on the Existing Revolving Credit Loans to the extent not repaid Closing Date shall be paid in cash in full on or before the Closing Date, (iie) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party all accrued but unpaid fees under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish owing to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated)to the Closing Date shall be paid in cash in full on the Closing Date, either directly or through and (f) all outstanding promissory notes issued by the Administrative Agent, as Borrower to the Existing Lenders under the Existing Credit Agreement shall be deemed canceled and the originally executed copies thereof shall be promptly returned to the Administrative Agent may direct or approve, with respect who shall forward such notes to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01Borrower.
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Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the ------------------------- Lenders hereby agree that, on that upon the Closing Dateeffectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, terms and conditions and provisions of this Agreement, Agreement and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this the amendment and restatement of the Existing Credit Agreement by this Agreement, including anything in this Section 10.18, the Borrower shall continue to be liable to the Agent and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred Lenders with respect to herein, individually or collectively, as agreements on the “Prior Loan Documents”), (i) all Obligations (as defined in part of the Existing Credit Agreement) outstanding Borrower under the Existing Credit Agreement to indemnify and other Prior Loan Documents (hold harmless the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement Agent and the Notes Existing Lenders from and any other Loan Document (as defined herein) that is amended against all claims, demands, liabilities, damages, losses, costs, charges and restated expenses to which the Agent and the Existing Lenders may be subject arising in connection with this the Existing Agreement. This Agreement is given as a substitution forof, and not as a payment of, the indebtedness, liabilities and Existing Obligations obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Credit Agreement. Except as otherwise selected by the Borrower by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement or all amounts outstanding and owing by Borrower under the Existing Agreement as of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, as determined by the Lenders, shall constitute Advances hereunder accruing interest with respect to the Base Rate Loans under the Existing Agreement, at the Base Rate hereunder. The parties hereto agree that the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement on the Closing Date shall be terminated, the Borrower shall pay all accrued interest with respect make any payments required under Section 4.05 to such Loansthe Lenders, and the Borrower shall furnish to the Administrative Agent Revolving Loan Interest Rate Selection Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely Loans and Borrowing Notices for additional Loans as may be required in connection with the termination allocation of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated among Lenders in accordance with such Commitments their Applicable Commitment Percentages. Except as otherwise provided for by the Borrower by delivery to NationsBank of an Application and Agreement for Letters of Credit prior to the requisite assignments shall be deemed to be made Restatement Date in such amounts by and between the Lenders and from each Lender to each other Lender, accordance with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in terms hereof, upon the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 effectiveness of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all Letters of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On Credit issued for the Closing Date, account of the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders Borrower under the Existing Agreement as of the Closing Date shall constitute Letters of Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01hereunder.
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Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate On the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Restatement Date, the terms First Amended and provisions of the Existing Restated Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the "Obligations" (as defined in the First Amended and Restated Credit Agreement) under the First Amended and Restated Credit Agreement as in effect prior to the Restatement Date; (ii) such "Obligations" are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Loan Documents securing payment of such "Obligations" are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby are amended fully ratified and restated affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the First Amended and Restated Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loans and Letters of Credit hereunder on the terms and conditions set forth in their entirety this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Loan Documents and agrees that all collateral granted thereunder shall from and after the date hereof secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement of the termsrepresentations, conditions warranties and provisions covenants of Borrower contained in the First Amended and Restated Credit Agreement, Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the First Amended and Restated Credit Agreement shall survive the execution and delivery of this Agreement, . All indemnification obligations of Borrower pursuant to the First Amended and the terms and provisions Restated Credit Agreement (including any arising from a breach of the Existing Credit Agreement, except as otherwise expressly provided herein, representations thereunder) shall be superseded by this Agreement. Notwithstanding this survive the amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, First Amended and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Restated Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
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Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires Upon satisfaction with each of the Borrowerconditions set forth in Sections 4.1 and 4.2 (except any condition the performance of which has been waived as a condition to the initial Loan or initial issuance of a Letter of Credit pursuant to this Agreement), the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit this Agreement shall be deemed to amend and hereby are amended and restated restate in their its entirety by the terms, conditions and provisions of this Existing Agreement, at which time (the "Effective Time") each Lender and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), each Restricted Person hereby agrees that (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) Percentage Share of each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments Lender shall be as set forth in Schedule 2.01 the definition to this Agreement, (ii) the Loans outstanding under the Existing Agreement and all accrued and unpaid interest thereon, all letters of credit issued and outstanding under the outstanding principal amount of any Loans shall be reallocated in accordance Existing Agreement and reimbursement obligations with such Commitments respect thereto, and all accrued and unpaid fees and expenses under the requisite assignments Existing Agreement (the "Outstanding Obligations") shall be deemed to be made outstanding under and governed by this Agreement, and (iii) any party named as a "Lender" under the Existing Agreement that is not a signatory hereto as a Lender under this Agreement (an "Exiting Lender") shall cease to be a Lender and shall be released from its obligations under the Existing Agreement and this Agreement. At the Effective Time, the Borrower shall make such adjustments in such amounts by the Loans, including the borrowing of additional Loans and between the repayment of Loans under the Existing Agreement plus all applicable accrued interest, fees and expenses (including any costs under Article III of the Existing Agreement) as shall be necessary to repay in full all Exiting Lenders and from to provide for Loans by each Lender in the amount of its new Percentage Share of all Loans as of the Effective Time. At the Effective Time the liability of Resources in respect to each the Outstanding Obligations (including any liability of Resources under its Guaranty thereof and the liability of PMTI under the Existing Agreement, Notes or other LenderLoan Documents, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all the liability of PLX Crude Lines Inc. and Plains Terminal & Transfer Corporation under their Guaranties which requirements are hereby waivedhad been assumed by Resources), and any Lien securing such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced Outstanding Obligations upon any assets or properties of Resources retained by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that Resources after giving effect to such settlements each Lender’s Applicable Percentage the Contribution Agreement, shall be terminated and released in full. At Resources expense, each Lender and Administrative Agent agrees to execute such documents and file such releases as set forth on Schedule 2.01Resources shall reasonable request to further memorialize the foregoing.
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Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent Agents and the Lenders hereby agree that, on that upon the Closing Dateeffectiveness of this Agreement, the terms and provisions of the Existing Credit Original Agreement shall be and hereby are amended and restated in their entirety by the terms, terms and conditions and provisions of this Agreement, Agreement and the terms and provisions of the Existing Credit Original Agreement, except as otherwise expressly provided hereinin the next paragraph, shall be superseded by this Agreement. Notwithstanding this the amendment and restatement of the Existing Credit Original Agreement by this Agreement, including anything in this Section 10.18, the Borrower shall continue to be liable to the Original Agent and the Original Lenders with respect to agreements on the part of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding Borrower under the Existing Credit Original Agreement to indemnify and other Prior Loan Documents (hold harmless the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement Original Agent and the Notes Original Lenders from and any other Loan Document (as defined herein) that is amended against all claims, demands, liabilities, damages, losses, costs, charges and restated expenses to which the Original Agent and the Original Lenders may be subject arising in connection with this the Original Agreement. All security interests heretofore created in favor of the Collateral Agent for the benefit of the Original Lenders shall continue in full force and effect and shall continue to secure payment of all of the Obligations. This Agreement is given as a substitution forof, and not as a payment of, the indebtedness, liabilities and Existing Obligations obligations of the Borrower and each Loan Party under the Existing Credit Original Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Credit Original Agreement. Except as otherwise selected by the Borrower by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement or all amounts outstanding and owing by Borrower under the Original Agreement as of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, shall constitute Advances hereunder accruing interest with respect to the Base Rate Loans under the Original Agreement, at the Base Rate hereunder. The parties hereto agree that the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Original Agreement on the Closing Date shall be terminated, the Borrower Original Lenders shall pay all accrued interest with respect grant a one-time waiver of any payments required under Section 2.6.3 of the Original Agreement to such Loans, the Lenders and the Borrower shall furnish to the Administrative Agent Revolving Loan Interest Rate Selection Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely Loans and Borrowing Notices for additional Loans as may be required in connection with the termination allocation of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated among Lenders in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s their Applicable Percentage shall be as set forth on Schedule 2.01Commitment Percentages.
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Amendment and Restatement. In order to facilitate The parties hereto acknowledge that this amendment Agreement amends and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions restates each of the Existing Credit Collateral Documents in its entirety. It is the intent of the parties hereto that this Agreement shall be neither constitute a novation of the Secured Obligations and hereby are amended liabilities existing under the Existing Collateral Documents nor evidence the termination of such obligations and restated liabilities but be, to the fullest extent applicable, a modification, renewal, confirmation and extension of such Existing Collateral Documents. The parties hereto acknowledge that the Liens, security interests and other interests in their entirety the collateral covered by the termsExisting Collateral Agreement (hereinafter the “Original Collateral”) granted under the Existing Collateral Documents shall remain legal, conditions valid, binding and provisions enforceable with regard to such Original Collateral, except to the extent of any Original Collateral expressly released from such Liens, security interests and other interests by the Existing Collateral Agent prior to the effectiveness of this AgreementAgreement (the “Released Collateral” and, the Original Collateral excluding the Released Collateral, the “Existing Collateral”). Each Grantor hereby acknowledges and confirms the continuing existence and effectiveness of such Liens, security interests, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined other interests in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding Collateral granted under the Existing Credit Agreement Collateral Documents and other Prior Loan Documents (further agrees that the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each execution and delivery of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended Documents shall not in any way release, diminish, impair, reduce or otherwise affect such Liens, security interests and restated other interests in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party Collateral granted under the Existing Collateral Documents. The parties hereto acknowledge that the Liens, security interests and other interests in the Existing Collateral shall continue to exist under and be evidenced by this Agreement. On and after the date hereof, all references to any Existing Collateral Document (or to any amendment or any amendment and restatement thereof) in the Credit Agreement or any related document (other Prior Loan Document and (iiithan this Agreement) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in refer to such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative AgentCollateral Document, as the Administrative Agent may direct amended and restated hereby. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or approvewaiver, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01whether or not similar.
Appears in 1 contract
Samples: Pledge and Security Agreement (Gastar Exploration Inc.)
Amendment and Restatement. In order to facilitate this This Agreement is an amendment and restatement of that certain Credit Agreement (as amended and otherwise supplemented to effectuate the desires of date hereof, the “2006 Credit Agreement”) dated November 28, 2006 by and among the Borrower, the Administrative Agent, Bank of America, N.A., as Syndication Agent for the revolving loans thereunder and the Lenders: lenders party thereto. Any Request for Borrowing submitted under the 2006 Credit Agreement for any Revolving Loan to be made on or after the Effective Date shall be a Request for Borrowing hereunder. The Borrower, Lenders and the Administrative Agent hereby release SCI International Limited, Alderwoods Group, LLC and SCI Cerberus, LLC from any guaranty related to the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing 2006 Credit Agreement. Section 9.16 FINAL AGREEMENT OF THE PARTIES. THIS WRITTEN AGREEMENT (INCLUDING THE EXHIBITS AND SCHEDULES HERETO) AND THE OTHER LOAN DOCUMENTS CONSTITUTE A “LOAN AGREEMENT” AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS AND COMMERCE CODE, except as otherwise expressly provided hereinAND REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, shall be CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF. Any previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement. Notwithstanding Nothing in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18expressed or implied, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of confer upon any party other than the Existing Credit Agreement parties hereto any rights, remedies, obligations or of any of the other Prior Loan Documents liabilities under or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 reason of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
Appears in 1 contract
Samples: Revolving Credit Agreement
Amendment and Restatement. In order to facilitate this amendment The parties hereto agree that, automatically, without further action by any party hereto, that certain Amended and restatement Restated Security Agreement dated as of April 18, 2018, among the Obligor and otherwise to effectuate the desires of the Borrower, the Administrative Agent (the “Existing Security Agreement”) shall be deemed amended, superseded and the Lenders: The Borrowerrestated in its entirety by this Agreement. All indebtedness, the Administrative Agent obligations, liabilities and the Lenders hereby agree that, on the Closing Date, the terms and provisions of liens created by the Existing Credit Security Agreement shall be continue unimpaired and hereby are in full force and effect, as amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit This Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent does not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding and liabilities existing under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such LoansSecurity Agreement, and this Agreement evidences the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 obligations of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding Grantors under the Existing Credit Security Agreement pursuant as continued and amended and restated hereby. All references in the other Loan Documents to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments Existing Security Agreement shall be deemed to be made in such amounts by and between the Lenders and from each Lender refer without further amendment to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit this Agreement. Notwithstanding anything to the contrary in Section 10.06 Each of the Existing Credit Agreement or Section 10.06 parties hereto has caused a counterpart of this Agreement, no other documents or instruments, including any Assignment Second Amended and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), Restated Security and such assignments shall be deemed Pledge Agreement to be made with all applicable representationsduly executed and delivered as of the date first above written. OBLIGOR: COMPASS GROUP DIVERSIFIED HOLDINGS LLC By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Chief Financial Officer COMPASS GROUP DIVERSIFIED HOLDINGS LLC SECOND AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT Accepted and agreed to as of the date first above written. BANK OF AMERICA, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative AgentN.A., as the Administrative Agent may direct or approveBy: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Assistant Vice President COMPASS GROUP DIVERSIFIED HOLDINGS LLC SECOND AMENDED & RESTATED SECURITY AND PLEDGE AGREEMENT SCHEDULE 1 PLEDGED EQUITY Issuer Name of Company Number of Shares/Units Class of Interests Percentage of Outstanding Shares of Same Class Certificate Number(s) Compass Group Diversified Holdings LLC Compass AC Holdings, with respect to all assignmentsInc. [***] Class A Common Stock [***]% A-14 Compass Group Diversified Holdings LLC Compass AC Holdings, reallocations Inc. [***] Class B Common Stock [***]% B-10 Compass Group Diversified Holdings LLC Liberty Safe Holding Corporation [***] Common Stock [***]% 1 and other changes in the Commitments (as such term is defined in the Existing Credit Agreement7 Compass Group Diversified Holdings LLC EBP Lifestyle Brands Holdings, Inc. [***] Common Stock [***]% 1 Compass Group Diversified Holdings LLC AMTAC Holdings, LLC [***] Class A Units [***]% N/A Compass Group Diversified Holdings LLC SternoCandleLamp Holdings, Inc. [***] Common [***]% C-1 Compass Group Diversified Holdings LLC 5.11 ABR Corp 45,375,400 Common 97.60% CS-01 Compass Group Diversified Holdings LLC FFI Compass, Inc. [***] Common [***]% 1 Compass Group Diversified Holdings LLC CBCP Products, LLC [***] Common Stock [***]% N/A Compass Group Diversified Holdings LLC Wheelhouse Holdings Inc. [***] Preferred Stock [***]% PS-1 Compass Group Diversified Holdings LLC Wheelhouse Holdings Inc. [***] Common Stock [***]% CS-1 Compass Group Diversified Holdings LLC Boa Holdings Inc. [***] Common Stock [***]% 1 SCHEDULE 2(d) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.COMMERCIAL TORT CLAIMS None. SCHEDULE 2(l) PLEDGED NOTES
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment This Agreement amends and restatement and otherwise to effectuate restates in their respective entireties the desires of the Borrower, the Administrative Agent Existing Loan Agreement and the Lenders: The BorrowerExisting Security Agreement and, the Administrative Agent and the Lenders hereby agree that, on the Closing Dateupon effectiveness of this Agreement, the terms and provisions of the Existing Credit Loan Agreement and the Existing Security Agreement shall, subject to this Section 13.24, be superseded hereby. All references to the “Loan Agreement” or the “Security Agreement” contained in any of the Loan Documents executed in connection with the Existing Loan Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by deemed to refer to this Agreement. Notwithstanding this the amendment and restatement of the Existing Credit Loan Agreement and the Existing Security Agreement by this Agreement, including anything in this Section 10.18, and of any related the “Loan DocumentsLiabilities” (as such term is defined in under the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Loan Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement date shall remain outstanding and constitute continuing Obligations hereunder. Such outstanding Obligations and the Notes liens securing payment thereof shall in all respects be continuing, and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given shall not be deemed to evidence or result in a novation or repayment and reborrowing of such Obligations. In furtherance of and without limiting the foregoing, from and after the date hereof and except as a substitution forexpressly specified herein, the terms, conditions, and not as a payment of, covenants governing the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party outstanding under the Existing Credit Loan Agreement shall be solely as set forth in this Agreement, which shall supersede the Existing Loan Agreement in its entirety. In addition to the foregoing, nothing herein shall be construed as having the effect of terminating or any other Prior Loan Document releasing the liens and (iii) neither security interests granted pursuant to the Existing Security Agreement. Instead, it is the express intention of Borrowers to reaffirm such grants as valid and enforceable security interests and liens which originally attached to the Collateral pursuant to the Existing Security Agreement and are continuing in favor of Lender under this Agreement. Neither the execution and delivery of such documents this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Dateterms hereof (including, without limitation, the Interest Periods for addition of BG Staffing, BG Personnel Services, BG Personnel and B G Staff Services, as borrowers, such that LTN Staffing, BG Staffing, BG Personnel Services, BG Personnel and B G Staff Services are all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, “Borrowers” and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments each a “Borrower”) shall be deemed to be made adversely affect any of the liens and security interests in such amounts by and between the Lenders and from each favor of Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Security Agreement, no other documents or instruments, including any Assignment as amended and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01restated hereby.
Appears in 1 contract
Amendment and Restatement. In order This Agreement shall become effective on the Restatement Effective Date and shall supersede all provisions of the Original Agreement as of such date. This Agreement amends and restates the Original Agreement and is not intended to facilitate be or operate as a novation or an accord and satisfaction of the Original Agreement or the indebtedness, obligations and liabilities of the Borrower evidenced or provided for thereunder. All outstanding Obligations under the Original Agreement on the Restatement Effective Date (and which have not been repaid on the Restatement Effective Date) shall continue to remain outstanding under this amendment Agreement. For the avoidance of doubt, all rights and restatement obligations of the Borrower under the Original Agreement shall continue to be the rights and otherwise obligations of the Borrower under this Agreement. From and after the date hereof, all references made to effectuate the desires Original Agreement in any Facility Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. Without limiting the generality of the foregoing, the Borrower hereby reaffirms its liability and the pledge hereunder, and the Borrower agrees that notwithstanding the execution and delivery of this Agreement, the Liens previously granted to the Administrative Agent under the Original Agreement and hereunder shall be and remain in full force and effect and that any rights and remedies of the Administrative Agent hereunder and obligations of the Borrower hereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged hereby and shall secure all of the Borrower’s indebtedness, the Administrative Agent obligations and the Lenders: The Borrower, liabilities to the Administrative Agent and the Lenders hereby agree that, on under the Closing Date, the terms and provisions of the Existing Credit Original Agreement shall be and hereby are as amended and restated hereby. Nothing herein contained shall in their entirety by any manner affect or impair the terms, conditions and provisions of this Agreement, and the terms and provisions priority of the Existing Credit Agreement, except as otherwise expressly Liens and security interests created and provided herein, shall be superseded by for hereunder prior to giving effect to this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.[SIGNATURE PAGES TO FOLLOW]
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the BorrowerThe Borrowers, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on that upon the Closing Dateeffectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, terms and conditions and provisions of this Agreement, Agreement and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this the amendment and restatement of the Existing Credit Agreement by this Agreement, including anything in this Section 10.18, the Borrowers shall continue to be liable to the Agent and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement Lender with respect to (and referred to herein, individually or collectively, as the “Prior Loan Documents”), (iextent of) all Obligations (as defined in agreements on the Existing Credit Agreement) outstanding part of the Borrowers under the Existing Credit Agreement to indemnify and other Prior Loan Documents (hold harmless the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement Agent and the Notes Existing Lender from and any other Loan Document (as defined herein) that is amended against all claims, demands, liabilities, damages, losses, costs, charges and restated expenses to which the Agent and the Existing Lender may be subject arising in connection with this the Existing Agreement. This Agreement is given as a substitution forof, and not as a payment of, the indebtedness, liabilities and Existing Obligations obligations of the Borrower and each Loan Party Borrowers under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Credit Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement or all amounts outstanding and owing by Borrowers under the Existing Agreement as of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, as determined by the Interest Periods for all Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Credit Agreement shall be terminated, Agreement. Except as otherwise provided for by the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish Borrowers by delivery to the Administrative Agent Revolving Loan Notices selecting the interest rates of an Application and Agreement for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 Letters of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant prior to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated Date in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between terms hereof, upon the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 effectiveness of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all Letters of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On Credit issued for the Closing Date, account of the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01hereunder.
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Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate On the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Restatement Date, the terms and provisions of the Existing Prior Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Prior Credit Agreement) under the Prior Credit Agreement as in effect prior to the Restatement Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Loan Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby are amended fully ratified and restated affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Prior Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loans and Letters of Credit hereunder on the terms and conditions set forth in their entirety this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Loan Documents and agrees that all collateral granted thereunder shall from and after the date hereof secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement of the termsrepresentations, conditions warranties and provisions covenants of Borrower contained in the Prior Credit Agreement, Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Prior Credit Agreement shall survive the execution and delivery of this Agreement, and . All indemnification obligations of Borrower pursuant to the terms and provisions Prior Credit Agreement (including any arising from a breach of the Existing Credit Agreement, except as otherwise expressly provided herein, representations thereunder) shall be superseded by this Agreement. Notwithstanding this survive the amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
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Amendment and Restatement. In order Reference is made to facilitate that certain BB&T Security Agreement by and among the parties hereto dated as of March 30, 2012 (the “Original Security Agreement”). The parties hereto acknowledge and agree that (i) this amendment Security Agreement and restatement the Loan Documents, whether executed and otherwise to effectuate the desires delivered in connection herewith or otherwise, do not constitute a novation or repayment and reborrowing of the BorrowerLoan, (ii) the Administrative Agent obligations under the Original Security Agreement and the Lenders: The Borrower, Loan Documents (as defined in the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby Original Security Agreement) are in all respects continuing (as amended and restated and converted hereby and which are in their entirety by the terms, conditions and provisions of this Agreement, and all respects hereinafter subject to the terms herein) and provisions of (iii) the Existing Credit Agreement, except liens and security interests as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of granted under the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” Documents (as such term is defined in the Existing Credit Agreement Original Security Agreement) are in all respects continuing and referred to herein, individually or collectively, as in full force and effect and are reaffirmed hereby. The parties hereto acknowledge and agree that on and after the “Prior Loan Documents”)date hereof, (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder references to the extent not repaid on or before Security Agreement shall be deemed to refer to the Closing DateOriginal Security Agreement, as amended and restated hereby, (ii) each all references to any section (or subsection) of the Original Security Agreement or the Loan Documents shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Security Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither except as the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree thatcontext otherwise provides, on or after the Closing Datedate hereof, the Commitments shall be as set forth in Schedule 2.01 all references to this Security Agreement herein (including for purposes of indemnification and the outstanding principal amount reimbursement of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments fees) shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything references to the contrary in Section 10.06 Original Security Agreement as amended and restated hereby. SIGNATURE PAGE FOR SECURITY AGREEMENT The parties have signed this Security Agreement as of the Existing Credit Agreement or Section 10.06 of this Agreementday and year first above written. DEBTORS: BROOKWOOD COMPANIES INCORPORATED By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President and Chief Financial Officer XXXXXX INDUSTRIES, no other documents or instrumentsINC. By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President BROOKWOOD LAMINATING, including any Assignment and AssumptionINC. By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President ASHFORD BROMLEY, shall be executed in connection with these assignments (all of which requirements are hereby waived)INC. By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President STRATEGIC TECHNICAL ALLIANCE, and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.LLC By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President BANK: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby parties hereto agree that, on the Closing Date, the terms and provisions of following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be and hereby are deemed to be amended and restated in their its entirety by the terms, conditions and provisions of pursuant to this Agreement, and (b) the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” Collateral Documents (as such term is defined in the Existing Credit Agreement and referred giving effect to herein, individually or collectively, any amendments thereto) and the Liens created thereunder in favor of Regions Bank as the “Prior Loan Documents”Collateral Agent and/or the Administrative Agent and securing the Obligations (as defined in the Existing Credit Agreement), shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed, (ic) all Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall be deemed to be Obligations outstanding hereunder and this Agreement shall not constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder and (d) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.4 of the Existing Credit Agreement. All Revolving Loans (as defined in the Existing Credit Agreement) and Swingline Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder immediately prior to the extent not repaid on or before Closing Date shall, as of the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made a borrowing of Revolving Loans and Swingline Loans, respectively, in such amounts by an equivalent amount and between the Lenders and from each Lender to each other Lender, with the same force Interest Period (to the extent applicable for Adjusted LIBOR Rate Loans) hereunder as of the Closing Date and effect as if such assignments were evidenced by applicable Assignments in connection therewith, the Administrative Agent, the Borrower and Assumptions the Lenders hereby acknowledge and agree that the Revolving Commitments (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders effect under the Existing Credit Agreement whose immediately prior to the Closing Date have been reallocated to the Revolving Commitments thereunder are being terminated), either directly or through set forth on Appendix A and the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments Revolving Loans (as such term is defined in the Existing Credit Agreement) such that after giving outstanding under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated as necessary to give effect to the Revolving Commitments, and such settlements each Lender’s Applicable Percentage reallocations shall be effective on the Closing Date and do not require any Assignment and Assumption or any other action of any Person. [END] Exhibit B Lenders, Commitments and Commitment Percentages Lender Revolving Commitment Revolving Commitment Percentage Outstanding Term Loan A Term Loan A Percentage Regions Bank $ 34,782,608.69 21.739130431 % $ 15,217,391.31 21.739130443 % PNC Bank, National Association $ 27,826,086.96 17.391304350 % $ 12,173,913.04 17.391304343 % Silicon Valley Bank $ 20,869,565.22 13.043478262 % $ 9,130,434.78 13.043478257 % Xxxxxxx Xxxxxxx Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Trustmark National Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Synovus Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Bank of America, N.A. $ 13,913,043.48 8.695652175 % $ 6,086,956.52 8.695652172 % Xxxxxx Bank $ 10,434,782.60 6.521739125 % $ 4,565,217.40 6.521739143 % Total: $ 160,000,000.00 100.000000000 % $ 70,000,000.00 100.000000000 % Exhibit C Exhibit 2.8 [Form of] Conversion/Continuation Notice Date: _________, 20__ To: Regions Bank, as set forth on Schedule 2.01.Administrative Agent Re: Amended and Restated Credit Agreement dated as of June 16, 2020 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Computer Programs and Systems, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower from time to time party thereto, as Guarantors, the Lenders from time to time party thereto and Regions Bank, as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: Pursuant to Section 2.8 of the Credit Agreement, the undersigned hereby requests (select one): ☐ A conversion or continuation of Revolving Loans ☐ A conversion or continuation of Term Loans ☐ A conversion or continuation of Swingline Loans
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment This Agreement amends and restatement restates in its entirety the Existing Credit Agreement and otherwise to effectuate from and after the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety superseded by the terms, conditions terms and provisions of this Agreement, and . It is the terms and provisions intent of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by parties hereto that this Agreement. Notwithstanding this amendment and restatement Agreement not constitute a novation of the Existing Credit Agreement, including anything in this Section 10.18, obligations and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party existing under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation evidence repayment of any other transaction contemplated hereunder is intended to constitute a novation of such obligations and liabilities and that this Agreement amend and restate in its entirety the Existing Credit Agreement or of any and re-evidence the obligations of the other Prior Loan Documents or Credit Parties outstanding thereunder and that any obligations thereunder. On Credit Document and/or security interests securing the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding Indebtedness under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely continue in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same full force and effect to secure the Indebtedness hereunder. [Amended and Restated Senior Secured Revolving Credit Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized representatives as if such assignments were evidenced by applicable Assignments of the day and Assumptions (year first above written. NOBLE FINANCE II LLC, a Delaware limited liability company, as defined the Company and a Borrower By: /s/ Xxxx Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President and Secretary NOBLE INTERNATIONAL FINANCE COMPANY, an exempted company incorporated in the Existing Credit Agreement) Cayman Islands with limited liability, as a Designated Borrower By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President, Secretary and Director NOBLE DRILLING A/S, a company incorporated under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 laws of the Existing Credit Agreement or Section 10.06 of this AgreementDenmark, no other documents or instrumentsas a Designated Borrower By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Chairman JPMORGAN CHASE BANK, including any Assignment and AssumptionN.A., shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, Collateral Agent, Security Trustee, an Issuing Bank and a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory LENDERS: BARCLAYS BANK PLC, as the Administrative Agent may direct or approvean Issuing Bank and a Lender By: /s/ Xxxxxx X. Dennis Name: Xxxxxx X. Dennis Title: Director DNB CAPITAL LLC, with respect to all assignmentsas a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: First Vice President DNB BANK, reallocations NEW YORK BRANCH, as an Issuing Bank By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: First Vice President HSBC BANK USA, N.A., as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank and other changes in the Commitments a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director XXXXXX XXXXXXX SENIOR FUNDING, INC., as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory SPAREBANK 1 SR-BANK ASA, as a Lender By: /s/ Xxxx Xxxxxxxx Xxxxxxx Name: Xxxx Xxxxxxxx Xxxxxxx Title: Director and Head of Energy and Maritime Industries SCHEDULE 1.1(c) COMMITMENT SCHEDULE Lender Commitment Percentage Qualifying Lender Status JPMorgan Chase Bank, N.A. $ 94,000,000.00 17.090909091 % Treaty Lender 13/M/268710/DTTP (as such term is defined in the Existing Credit AgreementUSA) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.Barclays Bank PLC $ 94,000,000.00 17.090909091 % Qualifying Lender DNB Capital LLC $ 94,000,000.00 17.090909091 % Treaty Lender 58/D/305668/DTTP (Norway) HSBC Bank USA, N.A. $ 94,000,000.00 17.090909091 % Treaty Lender 13/H/314375/DTTP (USA) Xxxxx Fargo Bank, National Association $ 94,000,000.00 17.090909091 % Treaty Lender 13/W/61173/DTTP (USA) Xxxxxx Xxxxxxx Senior Funding, Inc. $ 47,000,000.00 8.545454545 % Treaty Lender 13/M/227953/DTTP (USA) SpareBank 1 SR-Bank ASA $ 33,000,000.00 6.000000000 % Treaty Lender 58/S/360918/DTTP (Norway) TOTAL $ 550,000,000.00 100.000000000 %
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Noble Corp PLC)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower(a) The Credit Parties, the Administrative Agent and the Lenders: The BorrowerAgent, the Administrative Agent Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that, on that upon the Closing Dateeffectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement Debt Facility shall be and hereby are amended and restated in their entirety by the terms, terms and conditions and provisions of this Agreement, Agreement and the terms and provisions of the Existing Credit AgreementDebt Facility, except as otherwise expressly provided hereinin this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding this the amendment and restatement of the Existing Credit Debt Facility by this Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred Parties shall continue to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding be liable to each Indemnified Person with respect to agreements on their part under the Existing Credit Agreement Debt Facility to indemnify and other Prior Loan Documents (hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement Administrative Agent and the Notes and any other Loan Document (as defined herein) that is amended and restated Lenders may be subject arising in connection with this the Existing Debt Facility. This Agreement is given as a substitution forof, and not as a payment of, the indebtedness, liabilities and Existing Obligations obligations of the Borrower and each Loan Party Credit Parties under the Existing Credit Agreement or any other Prior Loan Document Debt Facility and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Credit Debt Facility. (c) By execution of this Agreement or of any all parties hereto agree that (i) each of the Security Documents and the other Prior Loan Credit Documents or any obligations thereunder. On the Closing Date, the Interest Periods for is hereby amended such that all Eurodollar Rate Loans outstanding under references to the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, Debt Facility and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the and Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments thereunder shall be deemed to be made refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in such amounts by and between the Lenders and from each Lender to each other Lender, with the same full force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that on a continuous basis after giving effect to such settlements each Lender’s Applicable Percentage this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall be as set forth on Schedule 2.01.continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement. 13.23
Appears in 1 contract
Samples: Credit Agreement
Amendment and Restatement. In order to facilitate this amendment This Agreement amends and restatement and otherwise to effectuate restates the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Original DIP Credit Agreement and referred is not intended to herein, individually be or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given operate as a substitution for, novation or an accord and not as a payment of, the indebtedness, liabilities and Existing Obligations satisfaction of the Borrower and each Loan Party under the Existing Original DIP Credit Agreement or any other Prior Loan Document and (iii) neither the obligations of the Debtors evidenced or provided for thereunder. Without limiting the generality of the foregoing, each Debtor agrees that notwithstanding the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Datethis Agreement, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish Liens previously granted to the Administrative DIP Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on Original DIP Credit Agreement and the Closing Date, the Commitments Interim Financing Order shall be as set forth and remain in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same full force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined that any rights and remedies of the DIP Agent and the Lenders thereunder and obligations of each Debtor thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby and shall secure all of the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything Debtors’ Post-Petition Obligations to the contrary in Section 10.06 of DIP Agent and the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Original DIP Credit Agreement whose Commitments thereunder are being terminated)as amended and restated hereby. Nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for by the Original DIP Credit Agreement and the Interim Financing Order as to the indebtedness, either directly or through obligations and liabilities that would be secured thereby prior to giving effect hereto. This Amended and Restated Post-Petition Credit Agreement is entered into between us for the Administrative uses and purposes hereinabove set forth as of the date first above written. “Borrower” Pilgrim’s Pride Corporation, as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer “Guarantors” PFS Distribution Company, as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer PPC Transportation Company, as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer Pilgrim’s Pride Corporation of West Virginia, Inc., as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer PPC Marketing, Ltd., as debtor and debtor-in-possession By: Pilgrim's Pride Corporation, as General Partner By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer To-Ricos, Ltd., as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer To-Ricos Distribution, Ltd., as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer “DIP Agent, Swing Line Lender and L/C Issuer ” Bank of Montreal, as the Administrative a Lender, Swing Line Lender, L/C Issuer and as DIP Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.By /s/ Xxxxx Xxxxxxxx Its Senior Vice President “Lenders” Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland” New York Branch By /s/ Xxxxxxx X. Xxxxx Its Executive Director By /s/ Xxxxxxx X. Xxxxxx Its Executive Director U.S. Bank National Association By /s/ Xxxx X. Xxxxx Its Vice President Xxxxx Fargo Bank National Association By /s/ Xxxxx Xxxxxxx Its Senior Vice President ING Capital LLC By /s/ Xxxxx Xxxxxxx Its Managing Director CALYON New York Branch By/Illegible/ Its Managing Director By/s/ Xxxx Xxxxxxx Its Managing Director Natixis New York Branch By/s/ Xxxxx Xxxxxxx Its Managing Director By/s/ Xxxxxxx X. Xxxxxxx Its Managing Director SunTrust Bank By/s/ Xxxxx X. Xxxxxx Its Senior Vice President First National Bank of Omaha By/s/ Xxxx Xxxxxx Its Vice President
Appears in 1 contract
Samples: Pilgrims Pride Corp
Amendment and Restatement. In order The undersigned Xxxxxxx, to facilitate this the extent a party to the Existing Revolving Credit Agreement (the “Existing Lenders”), agree and acknowledge that in connection with the amendment and restatement and otherwise to effectuate of the desires of Existing Revolving Credit Agreement pursuant hereto, the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Existing Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred make adjustments to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations the outstanding principal amount of “Revolving Loans” (as defined in the Existing Revolving Credit Agreement), but not any interest accrued thereon prior to the Effective Date or any accrued facility fees under the Existing Revolving Credit Agreement prior to the Effective Date, including the borrowing of such additional “Revolving Loans” (which may include “SOFR Loans”, as defined in the Existing Revolving Credit Agreement) outstanding under and the Existing Credit Agreement repayment of “Revolving Loans” thereunder (which may include the prepayment or conversion of “SOFR Loans” thereunder) plus all applicable accrued interest, fees and other Prior Loan Documents (expenses as shall be necessary to provide for Revolving Loans by each Lender in the “Existing Obligations”) shall continue amount of its new Applicable Percentage of all Revolving Loans as Obligations hereunder to of the extent not repaid on or before the Closing Effective Date, and (ii) each participations in any outstanding “Letters of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions Credit” (as defined in the Existing Revolving Credit Agreement) issued under the Existing Revolving Credit Agreement, including the Letter of Credit listed on Schedule III attached hereto (the “Existing Letters of Credit”) to provide for each Lender’s participation in such Existing Letters of Credit equal to such Lender’s new Applicable Percentage of the aggregate amount available to be drawn under each such Existing Letter of Credit as of the Effective Date. In connection with the foregoing (a) each Existing Lender shall be deemed to have made an assignment of its outstanding “Revolving Loans” and “Commitments” (as defined in the Existing Revolving Credit Agreement) under the Existing Revolving Credit Agreement. Notwithstanding anything to , and assumed outstanding Revolving Loans and Commitments of other Existing Lenders under the contrary in Section 10.06 Existing Revolving Credit Agreement, all at the request of the Existing Credit Agreement or Section 10.06 of this AgreementBorrower, no other documents or instruments, including any Assignment and Assumption, shall as may be executed in connection with these assignments (all of which requirements are hereby waived)necessary to effect the foregoing, and such assignments each Existing Lender hereby waives any right to any reimbursement under Section 2.21 hereof with respect thereto, and (b) each Existing Letter of Credit shall be deemed to be made with a Letter of Credit issued hereunder as of the Effective Date for all applicable representationspurposes hereof. Each of the undersigned Existing Lenders, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders waives any requirement under the Existing Revolving Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, that notice with respect to all assignmentsany such borrowing, reallocations and prepayment or other changes transaction described in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall this Section 10.16 be as set forth on Schedule 2.01given.
Appears in 1 contract
Samples: Revolving Credit Agreement (Western Midstream Partners, LP)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate On the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Restatement Date, the terms and provisions of the Existing Credit Repurchase Agreement shall be and hereby are amended and restated in their its entirety by this Agreement and (a) all references to the termsExisting Repurchase Agreement in any Transaction Document other than this Agreement (including in any amendment, conditions waiver or consent) shall be deemed to refer to the Existing Repurchase Agreement as amended and provisions of this Agreementrestated hereby, and the terms and provisions (b) all references to any section (or subsection) of the Existing Credit Agreement, except as otherwise expressly provided Repurchase Agreement in any Transaction Document (but not herein, ) shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreementamended to be, including anything in this Section 10.18mutatis mutandis, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder references to the extent not repaid on or before the Closing Date, (ii) each corresponding provisions of this Agreement and (c) except as the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with context otherwise provides, all references to this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under in the Existing Credit Repurchase Agreement or any other Prior Loan Document (including for purposes of indemnification and (iiireimbursement of fees) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in references to the Existing Repurchase Agreement as amended and restated hereby. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Existing Repurchase Agreement (including the “Repurchase Obligations” under and as defined therein) or to evidence payment of all or any portion of such amounts by obligations and between liabilities. On and after the Lenders and from each Lender to each other LenderRestatement Date, with (a) the same Existing Repurchase Agreement shall be of no further force and effect except as if such assignments were evidenced amended and restated hereby and except to evidence (i) the incurrence by applicable Assignments Seller of the “Repurchase Obligations” under and Assumptions (as defined therein (whether or not any of such “Repurchase Obligations” is contingent as of the Restatement Date), (ii) the representations and warranties made thereunder by Seller prior to the Restatement Date (other than the Citi Asset Representations made by Seller therein with respect to the Initial Transaction Asset) and (iii) any action or omission performed or required to be performed pursuant to the Existing Repurchase Agreement prior to the Restatement Date (including any failure, prior to the Restatement Date, to comply with the covenants contained in the Existing Credit Repurchase Agreement) and (b) the terms and conditions of this Agreement and rights and remedies under the Transaction Documents, shall apply to all Repurchase Obligations incurred under the Existing Credit Repurchase Agreement. Notwithstanding anything to Until the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Restatement Date, the Lenders Existing Repurchase Agreement shall make all necessary cash settlement remain in full force and effect, in accordance with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01its terms.
Appears in 1 contract
Samples: Master Repurchase Agreement (KBS Real Estate Investment Trust, Inc.)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, This Agreement shall become effective on the Closing Date, the terms Restatement Effective Date and shall supersede all provisions of the Existing Credit Agreement shall be as of such date and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit AgreementAgreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as otherwise expressly provided hereinof the Restatement Effective Date), shall (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be superseded by performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date. From and after the Restatement Effective Date all references made to the Existing Credit Agreement in any Transaction Document or in any other instrument or document shall, without further action, be deemed to refer to this Agreement. Notwithstanding this amendment This Agreement amends and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in restates the Existing Credit Agreement and referred is not intended to herein, individually be or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given operate as a substitution for, novation or an accord and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation satisfaction of the Existing Credit Agreement or of any the obligations and liabilities of the other Prior Loan Documents Borrower evidenced or any obligations provided for thereunder. On Without limiting the Closing Date, generality of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminatedforegoing, the Borrower shall pay all accrued interest with respect to such Loansagrees that notwithstanding the execution and delivery of this Agreement, and the Borrower shall furnish security interest, lien, collateral security or supporting obligations previously granted to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement its individual capacity pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments Transaction Documents shall be as set forth and remain in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same full force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 that any rights and remedies of the Existing Credit Agreement or Section 10.06 Administrative Agent in its individual capacity thereunder and obligations of this Agreement, no other documents or instruments, including any Assignment the Borrower thereunder shall be and Assumptionremain in full force and effect, shall not be executed in connection with these assignments (affected, impaired or discharged thereby and shall secure all of which requirements are hereby waived), the Borrower’s Obligations and such assignments shall be deemed liabilities to be made with all applicable representations, warranties Administrative Agent and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated)as amended and restated hereby. Without limiting the foregoing, either directly or through the Administrative Agentparties to this Agreement hereby acknowledge and agree that the “Credit Agreement” referred to in the Transaction Documents shall from and after the date hereof be deemed references to this Agreement. In Witness Whereof, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.date first above written. Borrower: Runway Growth Finance Corp. By: Name: Title:
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, This Agreement shall become effective on the Closing Date, the terms Restatement Effective Date and shall supersede all provisions of the Existing Credit Receivables Purchase Agreement as of such date and the Existing Receivables Purchase Agreement shall thereafter be of no further force and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreementeffect, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), evidence (i) all Obligations (as defined in the Existing Credit Agreement) outstanding incurrence by each of the Seller and the Servicer of the obligations under the Existing Credit Receivables Purchase Agreement and other Prior Loan Documents (whether or not such obligations are contingent as of the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Restatement Effective Date), (ii) the representations and warranties made by each of this Agreement the Seller and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, Servicer prior to the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document Restatement Effective Date and (iii) neither any action or omission performed or required to be performed pursuant to such Existing Receivables Purchase Agreement prior to the Restatement Effective Date. From and after the Restatement Effective Date all references made to the Existing Receivables Purchase Agreement in any Transaction Document or in any other instrument or document shall, without further action, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Receivables Purchase Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Receivables Purchase Agreement or the obligations and liabilities of Seller evidenced or provided for thereunder. Without limiting the generality of the foregoing, the Seller agrees that notwithstanding the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Datethis Agreement, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminatedsecurity interest, the Borrower shall pay all accrued interest with respect to such Loanslien, and the Borrower shall furnish collateral security or supporting obligations previously granted to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs in its individual capacity pursuant to Section 3.05 the Transaction Documents shall be and remain in full force and effect and that any rights and remedies of the Existing Credit Agreement solely Administrative Agent in connection with the termination its individual capacity thereunder and obligations of the Interest Periods for Seller thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby and shall secure all Eurodollar Rate Loans outstanding of Seller’s Guaranteed Obligations and liabilities to Administrative Agent and the Purchasers under the Existing Credit Receivables Purchase Agreement pursuant as amended and restated hereby. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the foregoing sentence“Receivables Purchase Agreement” referred to in the Transaction Documents shall from and after the date hereof be deemed references to this Agreement. 101 The parties hereby agree thatOn the Restatement Effective Date, all outstanding Capital of the Purchaser under the Existing Receivables Purchase Agreement (collectively, the “Outstanding Capital”) shall be deemed automatically and immediately converted into outstanding Capital of the Purchaser in the Sold Receivables set forth on the Closing DateInitial Schedule of Sold Receivables accruing Yield based on Daily Simple SOFR plus the applicable SOFR Adjustment (collectively, the Commitments shall be “Converted Investments”), and, for the avoidance of doubt, all Yield and Fees (each as set forth defined in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated calculated in accordance with such Commitments the Existing Receivables Purchase Agreement), accrued and unpaid under the requisite assignments shall be deemed to be made in such amounts by Existing Receivables Purchase Agreement as of the Restatement Effective Date, and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions Breakage Fees (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary and calculated in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and accordance with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminatedReceivables Purchase Agreement), either directly or through the Administrative Agent, as the Administrative Agent may direct or approveif any, with respect to all assignmentsthe conversion of the Outstanding Capital into the Converted Investments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as due and payable on the first Settlement Date that occurs after the Restatement Effective Date in accordance with the terms and priorities for payment set forth on Schedule 2.01in Section 4.01 (with such Yield, Fees and Breakage Fees accorded the same priorities for payment as Yield, Fees and Breakage Fees under this Agreement).
Appears in 1 contract
Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)
Amendment and Restatement. In order to facilitate this amendment This Agreement amends and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of restates the Existing Credit Agreement shall be and in its entirety. Each Borrower hereby are amended and restated in their entirety by agrees that (a) the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in Indebtedness outstanding under the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations Documents (as defined in the Existing Credit Agreement; together with the Existing Credit Agreement, the “Existing Credit Documents”) outstanding and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. Each Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and other Prior Loan shall not be deemed or construed to be, a novation or release of the Existing Credit Documents. Each Lender which is a Lender under the Existing Credit Documents (hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the “loans thereunder, ratable reductions of the commitments of Lenders under the Existing Obligations”) shall continue as Obligations hereunder Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent not repaid that any such 127 prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement, the loans of the Lenders shall be outstanding on or before a ratable basis in accordance with their respective Applicable Percentage. Each Lender hereby authorizes the Closing DateAdministrative Agent and the Borrowers to request Borrowings from Lenders, (ii) to make prepayment of the loans under the Existing Credit Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of this Agreement the Existing Credit Documents entered into prior to the Effective Date (but excluding the Existing Credit Agreement) and agree that such Existing Credit Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the Notes extent, amended, restated and any other Loan Document (as defined herein) that is amended and restated superseded in connection with this Agreement is given the transactions contemplated hereby). The Borrowers, jointly and severally, represent and warrant that, as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party Effective Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of any Guarantor) under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunderDocuments. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.128
Appears in 1 contract
Samples: Credit Agreement (Unit Corp)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Banks and the Administrative Agent and the Lenders hereby agree that, on upon (i) the Closing Dateexecution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation, payment and the terms and provisions reborrowing or termination of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in Obligations under the Existing Credit Agreement and referred the other Credit Documents as in effect prior to hereinthe date hereof or the Indebtedness created thereunder. The commitment of each Bank that is a party to the Existing Credit Agreement shall, individually or collectivelyon the date hereof, as automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Prior Loan Credit Documents”), (i) all Obligations ” (as defined in the Existing Credit Agreement) outstanding to the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to this Agreement and the Credit Documents, (b) all obligations constituting “Obligations” under the Existing Credit Agreement and other Prior Loan Documents (with any Bank or any Affiliate of any Bank which are outstanding on the “Existing Obligations”) date hereof shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of under this Agreement and the Notes other Credit Documents and any (c) the Administrative Agent shall make such reallocations, sales, assignments or other Loan Document (as defined herein) that is amended relevant actions in respect of each Bank’s credit and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party loan exposure under the Existing Credit Agreement or any other Prior Loan Document as are necessary in order that Obligations in respect of Loans, Letters of Credit, interest and (iii) neither fees due and payable to a Bank hereunder reflect such Bank’s Commitments on the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loansdate hereof, and the Borrower shall furnish hereby agrees to the Administrative Agent Revolving Loan Notices selecting the interest rates compensate each Bank for existing Loans. The Existing Lenders agree to waive any breakage and all losses, costs pursuant to Section 3.05 of the Existing Credit Agreement solely and expenses incurred by such Bank in connection with the termination sale and assignment of the Interest Periods for all any Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, Loan on the Closing Date, terms and in the Commitments shall be as manner set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.012.11 hereof.
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate On the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their its entirety by the terms, conditions and provisions of this Agreement, and the terms Existing Credit Agreement shall thereafter be of no further force and provisions effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement, except Agreement (whether or not such obligations are contingent as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement, including anything in this Section 10.18, ). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of any related “Loan DocumentsDefault” (under and as such term is defined in the Existing Credit Agreement and referred prior to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in Restatement Effective Date. It is the Existing Credit Agreement) outstanding under intention of each of the parties hereto that the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is be amended and restated in connection with this Agreement is given hereunder so as a substitution for, to preserve the perfection and not as a payment of, priority of all Liens securing the indebtedness, liabilities Secured Obligations under the Loan Documents and Existing that all Secured Obligations of the Borrower and each Loan Party the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced under the Existing Credit Security Documents, and that this Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to does not constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 Indebtedness and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) obligations existing under the Existing Credit Agreement. Notwithstanding anything The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall 178 apply to all of the contrary in Section 10.06 of obligations incurred under the Existing Credit Agreement Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or Section 10.06 waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of this the Loan Documents shall continue in full force and effect and, from and after the Restatement Effective Date, all references to the “Credit Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments ” contained therein shall be deemed to be made refer to this Agreement. 179 ANNEX B See attached. Schedule 1.01(a) Approved Dealers and Approved Pricing Services APPROVED DEALERS Antares Capital Ares Management BNP Paribas SA Bank of America Xxxxxxx Xxxxx Barclays Bank PLC BMO Capital Markets Bank of NY Mellon (BNYM Capital Markets) BTIG LLC Cantor Xxxxxxxxxx & Co. Citigroup Global Markets Inc. Citicorp Securities Services, Inc. Credit Agricole Credit Suisse Securities (USA) LLC Daiwa Capital Markets America Inc. Deutsche Bank Securities Inc. FBR Capital Markets & Co. Fidelity Brokerage Services LLC Fifth Third Bank Xxxxxxx, Sachs & Co. Xxxxx Capital Guggenheim Securities LLC HSBC Securities (USA) Inc. Imperial Capital LLC ING Financial Markets LLC Xxxxxxxxx & Company, Inc. X.X. Xxxxxx Securities Inc. Lazard Ltd. Macquarie Capital USA Inc. Mitsubishi UFJ Securities USA Inc. Mizuho Securities USA Inc. Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx Securities International, Inc. RBC Capital Markets RBS Securities Inc. XX Xxxxx Scotia Bank Societe General SunTrust Banks UBS Financial Services Inc. UBS Securities LLC Xxxxx Fargo Advisors, LLC Xxxxx Fargo Securities, LLC Xxxxx Fargo Investments, LLC APPROVED PRICING SERVICES Bloomberg ICE Data Services Interactive Data Corporation International Data Corporation Reuters Loan Pricing Corporation Markit Group Limited Schedule 1.01(b) Commitments On file with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement. Schedule 1.01(c) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on [Intentionally Omitted] Schedule 2.01.1.01(d) Eligibility Criteria
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment Borrowers and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders Lender hereby agree that, on that upon the Closing Dateeffectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which govern or evidence the Obligations, the rights and interests of Loan Parties and Lender and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions terms and provisions of this Agreement, Agreement and the terms and provisions conditions of the Existing Credit Agreement, except as otherwise expressly provided herein, Agreement shall be superseded by this Agreement, except as expressly provided herein. Notwithstanding this the amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, Agreement and certain of any the related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as (the “Prior Loan Documents”)) by this Agreement and the other Loan Documents as herein defined, (i) all Obligations (as defined in of the Existing Credit Agreement) outstanding indebtedness, liabilities and obligations owing by the Borrowers under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to and shall be and remain secured by the extent not repaid Collateral Documents for the benefit of the Collateral Agent on or before behalf of the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Lender. This Agreement is given as a substitution forof, and not as a payment of, the indebtedness, liabilities and Existing Obligations obligations of the Borrower and each Loan Party Borrowers under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Credit Agreement thereof or of any of the other Prior Loan Documents or any obligations thereunderDocuments. On Upon the Closing Dateeffectiveness of this Agreement, all Loans owing by the Interest Periods for all Eurodollar Rate Loans Borrowers and Letters of Credit outstanding under the Existing Credit Agreement shall be terminatedcontinue as Revolving Loans and Letters of Credit hereunder, in each case accruing interest, as of the Borrower shall pay all accrued interest with respect to such Loansdate hereof, and at the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loansset forth herein. The Existing Lenders parties hereto acknowledge and agree to waive that for administrative convenience and for the express purpose of maintaining the creation and perfection of any breakage costs pursuant to Section 3.05 Liens granted by the Loan Parties for the benefit of the lenders under the Existing Credit Agreement solely in connection and to any Collateral, Xxxxx Fargo shall continue to serve as the Collateral Agent under this Agreement and the Collateral Documents with all the termination rights and privileges bestowed upon Xxxxx Fargo in such capacity pursuant to the Existing Credit Agreement and the Collateral Documents defined therein. The Loan Parties hereby further acknowledge, confirm and agree that the Collateral Agent shall continue to have a Lien on the Collateral to secure the Obligations to the fullest extent possible under the Existing Credit Agreement and the Collateral Documents (as therein defined) notwithstanding the amendment and restatement of the Interest Periods for all Eurodollar Rate Loans outstanding under terms of the Existing Credit Agreement pursuant to this Agreement. The Liens in the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments Collateral shall be deemed to be made in continuously granted and perfected from the earliest possible date of the granting and perfection of such amounts by and between the Lenders and from each Lender to each other LenderLiens, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) whether under the Existing Credit Agreement. Notwithstanding anything to agreement, the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of Collateral Documents (as therein defined), this Agreement, no other documents the Collateral Documents, or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01otherwise.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Tumi Holdings, Inc.)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate It is the desires intention of the Borrower, the Administrative Agent parties hereto that this Agreement supersedes and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of replaces the Existing Credit Agreement in its entirety; provided, that, (a) such amendment and restatement shall be operate to renew, amend, modify, extend and hereby are amended assign all of the rights, duties, liabilities and restated in their entirety by obligations of the terms, conditions and provisions of this Agreement, and the terms and provisions of Borrower under the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment Agreement and restatement of under the Existing Credit AgreementLoan Documents, including anything in this Section 10.18which rights, duties, liabilities and obligations are hereby renewed, amended, modified and extended, and of any related “Loan Documents” shall not act as a novation thereof, and (b) the Liens securing the Indebtedness under and as such term is defined in the Existing Credit Agreement and referred to hereinthe rights, individually or collectivelyduties, as liabilities and obligations of the “Prior Loan Documents”), (i) all Obligations (as defined in Borrower and the Existing Credit Agreement) outstanding Guarantors under the Existing Credit Agreement and other Prior the Existing Loan Documents to which they are a party shall not be extinguished but shall be carried forward and shall secure such obligations and liabilities as amended, renewed, extended and restated hereby. The parties hereto ratify and confirm each of the Existing Loan Documents entered into prior to the Effective Date (but excluding the “Existing Obligations”Credit Agreement) shall and agree that such Existing Loan Documents continue as Obligations hereunder to be legal, valid, binding and enforceable in accordance with their terms (except to the extent not repaid on or before the Closing Dateamended, (ii) each of this Agreement restated and the Notes and any other Loan Document (as defined herein) that is amended and restated superseded in connection with this Agreement is given as a substitution forthe transactions contemplated hereby), however, for all matters arising prior to the Effective Date (including the accrual and payment of interest and fees, and not as a payment ofmatters relating to indemnification and compliance with financial covenants), the indebtedness, liabilities and Existing Obligations terms of the Borrower Existing Credit Agreement (as unmodified by this Agreement) shall control and each Loan Party are hereby ratified and confirmed. The General Partner and the Borrower, jointly and severally, represent and warrant that, as of the Effective Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of any Guarantor) under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Existing Loan Documents or any obligations thereunderDocuments. On [SIGNATURES BEGIN NEXT PAGE] The parties hereto have caused this Agreement to be duly executed as of the Closing Dateday and year first above written. BORROWER: ATLAS RESOURCE PARTNERS, L.P. By: Atlas Resource Partners GP, LLC, its general partner By: /s/ Xxxx XxXxxxx Name: Xxxx XxXxxxx Title: Chief Financial Officer ATLAS RESOURCE PARTNERS, L.P.] XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender, as Administrative Agent and an Issuing Bank By: /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx Managing Director ATLAS RESOURCE PARTNERS, L.P.] DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender By: Name: Title: By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] CITIBANK, N.A., as a Lender and an Issuing Bank By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] BANK OF AMERICA, N.A., as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] JPMORGAN CHASE BANK, N.A., as a Lender and an Issuing Bank By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] COMERICA BANK, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] ABN AMRO CAPITAL USA LLC, as a Lender By: Name: Title: By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] NATIXIS, as a Lender By: Name: Title: By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] SUNTRUST BANK, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] ROYAL BANK OF CANADA, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] COMPASS BANK, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as a Lender By: Name: Title: CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] ING CAPITAL, LLC, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] SOVEREIGN BANK, N.A., as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] CADENCE BANK, N.A., as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] HUNTINGTON BANK, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] BRANCH BANKING AND TRUST COMPANY, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] THE BANK OF NOVA SCOTIA, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] WHITNEY BANK, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] PNC BANK, NATIONAL ASSOCIATION, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] BARCLAYS BANK PLC, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] ONEWEST BANK, FSB, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] ANNEX I LIST OF MAXIMUM CREDIT AMOUNTS Name of Lender Applicable Percentage Maximum Credit Amount Xxxxx Fargo Bank, National Association 11.97604790 % $ 179,640,718.56 Deutsche Bank AG New York Branch 6.58682635 % $ 98,802,395.21 Citibank, N.A. 6.00000000 % $ 98,802,395.21 Bank of America, N.A. 6.58682635 % $ 98,802,395.21 JPMorgan Chase Bank, N.A. 6.00000000 % $ 98,802,395.21 Comerica Bank 4.00000000 % $ 70,059,880.23 ABN Amro Capital USA LLC 4.67065868 % $ 70,059,880.23 Natixis 4.67065868 % $ 70,059,880.23 SunTrust Bank 4.00000000 % $ 70,059,880.23 Royal Bank of Canada 4.00000000 % $ 70,059,880.23 Compass Bank 4.00000000 % $ 70,059,880.23 Canadian Imperial Bank of Commerce, New York Agency 4.00000000 % $ 70,059,880.23 ING Capital LLC 4.67065868 % $ 70,059,880.23 Sovereign Bank, N.A. 3.00000000 % $ 52,095,808.39 Cadence Bank, N.A. 2.00000000 % $ 38,622,754.50 Huntington Bank 2.00000000 % $ 38,622,754.50 Capital One, National Association 2.57485030 % $ 38,622,754.50 Branch Banking and Trust Company 2.57485030 % $ 38,622,754.50 The Bank of Nova Scotia 2.00000000 % $ 38,622,754.50 Whitney Bank 2.00000000 % $ 38,622,754.50 Annex I Name of Lender Applicable Percentage Maximum Credit Amount PNC Bank, National Association 1.79640719 % $ 26,946,107.79 Barclays Bank PLC 1.00000000 % $ 26,946,107.79 OneWest Bank, FSB 1.00000000 % $ 26,946,107.79 Total 100 % $ 1,500,000,000.00 Annex I ANNEX II EXISTING LETTERS OF CREDIT Beneficiary Issuing Bank Amount Issue Date Paramount Group Inc. Xxxxx Fargo $ 376,845.00 April 26, 2012 Commonwealth of Pennsylvania Xxxxx Fargo $ 35,000.00 July 31, 2012 WIN Energy REMC Xxxxx Fargo $ 150,000.00 December 31, 2012 Xxxxxx Max Field JPMorgan $ 30,000.00 October 20, 0000 Xxxxxxx Xxxx and Xxxxxxx Xxxxxx JPMorgan $ 30,000.00 October 20, 2010 Annex II EXHIBIT A FORM OF NOTE $[ ] [ ], 201[ ] FOR VALUE RECEIVED, Atlas Resource Partners, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to the order of [ ] (the “Lender”), at the office of Xxxxx Fargo Bank, National Association (the “Administrative Agent”), at 0000 Xxxx Xxxxxx, Suite 4500, T9216-451, Dallas, Texas 75202, Attention: Xxxxx X. Xxxxx, the Interest Periods for all Eurodollar Rate principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans outstanding made by the Lender to the Borrower under the Existing Credit Agreement shall be terminated(as hereinafter defined)), the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 in lawful money of the Existing Credit Agreement solely United States of America and in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree thatimmediately available funds, on the Closing Datedates and in the principal amounts provided in the Credit Agreement, and to pay interest on the Commitments shall be as set forth in Schedule 2.01 and the outstanding unpaid principal amount of any Loans each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be reallocated paid in accordance with such Commitments full, at the rates per annum and on the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined dates provided in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by the Lender to the contrary in Section 10.06 Borrower, and each payment made on account of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumptionprincipal thereof, shall be executed recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect the Lender’s or the Borrower’s rights or obligations in connection with these assignments (all respect of which requirements are hereby waived)such Loans or affect the validity of such transfer by the Lender of this Note. This Note is one of the Notes referred to in the Second Amended and Restated Credit Agreement, and such assignments shall be deemed to be made with all applicable representationsdated as of July 31, warranties and covenants as if evidenced by an Assignment and Assumption. On 2013, among the Closing DateBorrower, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, and the other lenders from time to time party thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the Administrative Agent same may direct be amended, supplemented, restated or approveotherwise modified from time to time, with respect the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this Note have the respective meanings assigned to all assignmentsthem in the Credit Agreement. This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, reallocations for prepayments of Loans upon the terms and conditions specified therein and other changes in provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. ATLAS RESOURCE PARTNERS, L.P. By: Atlas Resource Partners GP, LLC, its general partner By: Name: Title: EXHIBIT B FORM OF BORROWING REQUEST [ ], 201[ ] Atlas Resource Partners, L.P., a Delaware limited partnership (the Commitments “Borrower”), pursuant to Section 2.03 of the Second Amended and Restated Credit Agreement dated as of July 31, 2013 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”), among the Borrower, Xxxxx Fargo Bank, National Association, as such Administrative Agent, and the other lenders (the “Lenders”) from time to time party thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be ), hereby requests a Borrowing as set forth on Schedule 2.01.follows:
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Amendment and Restatement. In order to facilitate The parties hereto have agreed that this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this is an amendment and restatement of the Existing Credit Agreement, including anything Agreement in this Section 10.18its entirety, and the execution of any related “Loan Documents” this Agreement does not indicate a payment, satisfaction, novation, or discharge thereof. All security and support for the indebtedness under the Existing Credit Agreement continues to secure and support the Obligations hereunder. The outstanding commitments under the Existing Credit Agreement have been assigned, renewed, extended, modified, and rearranged as Commitments under and pursuant to the terms of this Agreement. Certain of the Lenders (as such term is Lenders under the Existing Credit Agreement) have agreed among themselves, in consultation with the Borrower and the Administrative Agent, to adjust their respective Commitments and to terminate the commitments of certain lenders under the Existing Credit Agreement who will not become a Lender hereunder (each an “Exiting Lender”). The Administrative Agent, the Lenders, and the Borrower, and each Exiting Lender (by receipt of the payment in full of the Loans as defined in in, and owing to it under, the Existing Credit Agreement and referred under a separate exiting agreement executed by such Exiting Lender) consented to hereinsuch reallocation and each Exiting Lender’s adjustment of, individually or collectivelyand each Exiting Lender’s assignment of, as the “Prior Loan Documents”), (i) all Obligations (as defined an interest in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement commitments and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations Exiting Lenders’ assignments of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereundertheir respective commitments. On the Closing Effective Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements reallocations, adjustments, assignments and decreases, the Commitments of each Lender’s Applicable Percentage Lender shall be as set forth on Schedule 2.01.. The Lenders shall make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the Lenders’ commitments under the Existing Credit Agreement to under this Agreement. The Borrower and each Lender party hereto that was a “Lender” under the Existing Credit Agreement hereby agrees and this Section 9.249.26 and any exiting agreement executed by an Exiting Lender that is acceptable to the Administrative Agent shall be deemed approved assignment forms as required under the Existing Credit Agreement. 128 Schedule 2.01 Lenders and Commitments Bank Commitment Xxxxx Fargo Bank, N.A. $23,142,857.16 ABN AMRO Capital USA LLC $21,142,857.14 Bank of America, N.A. $21,142,857.14 Capital One, National Association $21,142,857.14 JPMorgan Chase Bank, N.A. $21,142,857.14 Regions Bank $21,142,857.14 Royal Bank of Canada $21,142,857.14 Barclays Bank PLC $17,142,857.14 Cadence Bank, N.A. $12,857,142.86 ZB, N.A. D/B/A Amegy Bank $12,857,142.86 Credit Suisse AG, Cayman Islands $7,142,857.14 TOTAL $200,000,000.00 Schedule 2.01 Schedule 3.08 Subsidiaries SUBSIDIARY NAME JURISDICTION OF FORMATION OUTSTANDING EQUITY INTERESTS % Ownership Interest of the U.S. Borrower and its Subsidiaries Capstar Drilling, Inc. Texas 27,882 shares of common stock 100% Capstar Holding, L.L.C. Delaware MembershipInterest 100% Oil States Industries do Brasil Instalacoes Maritimas Ltda. Brazil Quotas -uncertificated 100% Oil States Energy Services Holding, Inc. Delaware 1,000 Shares 100% Oil States Energy Services, L.L.C. Delaware MembershipInterest 100% Oil States Energy Services, S.A. de C.V. Mexico 53,635 Shares 100% Oil States Industries (Asia) PTE LTD Singapore 100 common 100% Oil States Industries (India) Private Limited India 16,759,071 Shares 100% Oil States Industries (Thailand) Ltd. Thailand 422,900 ordinaryshares 99.51% Oil States Industries (UK) Limited Scotland 1,100,000 100% Oil States Industries, Inc. Delaware 100 shares ofcommon 100% Oil States Industries (Malaysia) Inc. Delaware 1,000 shares 100% Oil States Management, Inc. Delaware 1,000 shares ofcommon stock 100% Oil States Skagit SMATCO, LLC Delaware MembershipInterest 100% OSES International Holding, L.L.C. Delaware MembershipInterest 100% OSES International, LLC Delaware MembershipInterest 100% Oil States Energy Services International, Inc. The Bahamas 3,000 shares 100% Oil States Energy Services (Canada) Incorporated Canada 1,000 Class ACommon shares;266 Class BCommon shares 100% Tempress Technologies, Inc. Washington 1,000 Shares 100% Oil States Industries US, Inc. Delaware Membership Interests 100% Oil States Industries Netherlands CV Netherlands Membership Interest 100% Oil States Industries 1 X.X. Xxxxxxxxxxx 0 common 100% Oil States Industries LLC 2 Delaware Membership Interest 100% Oil States Industries LLC 3 Delaware Membership Interest 100% Oil States Industries LLC 1 Delaware Membership Interest 100% Oil States Industries Singapore Holdco B.V. Netherlands 346,307 common 100% Oil States Industries (Shenzhen) Co. Ltd. China Charter Capital 100% GD Development Corporation Delaware 1,000 100% GEODynamics, Inc. Delaware 150,000 100% Legacy Oil Tools LLC Texas Membership Interest 100% GEO Dynamics (U.K) Ltd. UK 1 share 100% Oil States Martec de Mexico, S.A. de C.V. Mexico Inactive / Dormant 100% OIS Cyprus Limited Cyprus 1,000 shares 100% MR Inspection Services Limited United Kingdom 1 share 100% MR Oil States, Energy Services, S.L. Las Palmas 300 shares 100% Oil States Industries Middle East, LLC Abu Dhabi Membership Interest 100% EXHIBIT A [FORM OF] BORROWING BASE CERTIFICATE [Date] Xxxxx Fargo Bank, National Association 0000 Xxxx X.X. Xxxxxx Blvd – 1B 1 MACD1109-019 Xxxxxxxxx, XX 00000 Attn: Agency Services Manager Email: xxxxxxxxxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx Facsimile: 000-000-0000 Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of January 30, 2018 (as may be amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among Oil States International, Inc., the lenders from time to time party thereto (the “Lenders”), and Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Credit Agreement. The undersigned, on behalf of the Borrower, hereby certifies and warrants that:
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Amendment and Restatement. In order This Agreement amends and restates the Prepetition Credit Agreement in its entirety. The Borrower hereby agrees that (a) the Debt outstanding under the Prepetition Credit Agreement and the Loan Documents (as defined in the Prepetition Credit Agreement; together with the Prepetition Credit Agreement, the “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to facilitate be outstanding under and governed by this amendment Agreement. The Borrower hereby acknowledges, warrants, represents and restatement agrees that this Agreement is not intended to be, and otherwise shall not be deemed or construed to effectuate the desires be, a novation or release of the BorrowerExisting Credit Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement, the loans of the Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. Each Lender hereby authorizes the Administrative Agent and the Borrower to request Borrowings from Lenders: The Borrower, to make prepayment of the loans under the Existing Credit Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of this Agreement, the Administrative Agent loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of the Lenders Existing Credit Documents entered into prior to the Closing Date (but excluding the Prepetition Credit Agreement) and agree that such Existing Credit Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the extent, amended, restated and superseded in connection with the transactions contemplated hereby). The Borrower hereby agree represents and warrants that, on as of the Closing Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and obligations of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (iGuarantor) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Prepetition Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended Existing Credit Documents. The parties hereto have caused this Agreement to constitute a novation be duly executed as of the Existing day and year first above written. XXXXXXXX RESOURCES AMERICA INC., as Borrower By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: Chief Executive Officer XXXXXXXX RESOURCES US INC., as Parent By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: Chief Executive Officer ALBANY SERVICES, L.L.C. AMADEUS PETROLEUM INC. T-N-T ENGINEERING, INC. XXXXXXXX RESOURCES INTERMEDIATE INC. LNR AMERICA INC., as Guarantors By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: President Signature Page to the Amended and Restated Credit Agreement or of any of EAGLEFORD GAS, LLC EAGLEFORD GAS 2, LLC EAGLEFORD GAS 3, LLC EAGLEFORD GAS 4, LLC EAGLEFORD GAS 5, LLC EAGLEFORD GAS 6, LLC EAGLEFORD GAS 7, LLC EAGLEFORD GAS 8, LLC EAGLEFORD GAS 10, LLC LA SALLE EAGLE FORD GATHERING LINE LLC XXXXXXXX BR DISPOSAL LLC XXXXXXXX OPERATING, LLC XXXXXXXX RESOURCES, INC. POPLAR ENERGY, LLC as Guarantors By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: Chief Executive Officer EAGLEFORD GAS 11, LLC By: XXXXXXXX RESOURCES, INC., its sole member By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: Chief Executive Officer Signature Page to the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Amended and Restated Credit Agreement shall be terminatedADMINISTRATIVE AGENT: CITIBANK, the Borrower shall pay all accrued interest with respect to such LoansN.A. By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President LENDER: CITIBANK, and the Borrower shall furnish N.A. By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President SOLE LEAD ARRANGER: CITIBANK, N.A. By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President LENDER: ABN AMRO CAPITAL USA LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Signature Page to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Amended and Restated Credit Agreement solely in connection with LENDER: BARCLAYS BANK PLC By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director Signature Page to the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Amended and Restated Credit Agreement pursuant LENDER: COMERICA BANK By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President Signature Page to the foregoing sentence. 101 The parties hereby agree thatAmended and Restated Credit Agreement LENDER: FIFTH THIRD BANK, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything NATIONAL ASSOCIATION By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Signature Page to the contrary in Section 10.06 of the Existing Amended and Restated Credit Agreement or Section 10.06 of this AgreementLENDER: IBERIABANK, no other documents or instruments, including any Assignment A DIVISION OF FIRST HORIZON By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President Signature Page to the Amended and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Restated Credit Agreement whose Commitments thereunder are being terminated)LENDER: JPMORGAN CHASE BANK, either directly or through N.A. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Officer Signature Page to the Administrative AgentAmended and Restated Credit Agreement LENDER: OCM ENGY HOLDINGS, as LLC By: Oaktree Fund GP, LLC Its: Manager By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory By: /s/ Jordan Mikes Name: Jordan Mikes Title: Authorized Signatory Signature Page to the Administrative Agent may direct or approve, with respect to all assignments, reallocations Amended and other changes in the Commitments (as such term is defined in the Existing Restated Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.Agreement LENDER: TRUIST BANK By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President
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Amendment and Restatement. In order This Agreements amends and restates in its entirety that certain Credit Agreement dated as of January 19, 2018 executed by and among Woodforest National Bank, as administrative agent, certain lenders therein named, and Borrower (as the same may have been amended prior to facilitate this amendment and restatement and otherwise to effectuate the desires of date hereof) (the Borrower, the Administrative Agent and the Lenders: “Existing Credit Agreement”). The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of outstanding commitments under the Existing Credit Agreement shall be have been assigned, renewed, extended, modified, and hereby are amended rearranged as Commitments under and restated in their entirety by pursuant to the terms, conditions and provisions terms of this Agreement, and the terms and provisions . Certain of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” Lenders (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in Lenders under the Existing Credit Agreement) outstanding have agreed among themselves, in consultation with the Borrower, to adjust their respective Commitments and to terminate the commitments of certain lenders under the Existing Credit Agreement and other Prior Loan Documents who will not become a Lender hereunder (the each an “Existing ObligationsExiting Lender”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date). The Administrative Agent, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under Exiting Lender (by receipt of the payment in full of the Loans as defined in, and owing 102 to it under, the Existing Credit Agreement or any other Prior Loan Document and, at such Exiting Lender’s request, under a separate exiting agreement executed by such Exiting Lender) consented to such reallocation and (iii) neither each Existing Lender’s adjustment of, and each Existing Lender’s assignment of, an interest in the execution commitments and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or Lenders’ partial assignments of any of the other Prior Loan Documents or any obligations thereundertheir respective commitments. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loansdate hereof, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements reallocations, adjustments, assignments and decreases, the Commitment of each Lender’s Applicable Percentage Lender shall be as set forth on Schedule 2.01.2.01A. The Lenders shall make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the Lenders’ commitments under the Existing Credit Agreement after adjustment as provided for by this Agreement. The Borrower and each Lender party hereto that was a “Lender” under the Existing Credit Agreement hereby agrees and this Section 9.18, and any exiting agreement executed by an Exiting Lender that is acceptable to the Administrative Agent and the Borrower, shall be deemed approved assignment forms as required under the Existing Credit Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 103
Appears in 1 contract
Samples: Credit Agreement (Solaris Oilfield Infrastructure, Inc.)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Banks and the Administrative Agent and the Lenders hereby agree that, on upon (i) the Closing Dateexecution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the “Obligations” under (and as defined in) the Existing Credit Agreement and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “Loans” made and “Obligations” incurred under (and defined in) the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall constitute Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and provisions the other Credit Documents. The commitment of each Bank that is a party to the Existing Credit Agreement, except as otherwise expressly provided hereinshall on the date hereof, automatically be deemed amended and the only commitments shall be superseded by this Agreementthose hereunder. Notwithstanding this amendment and restatement of Without limiting the Existing foregoing, upon the effectiveness hereof: (a) all references in the “Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding to the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to this Agreement and the Credit Documents, (b) all obligations constituting “Obligations” under the Existing Credit Agreement and other Prior Loan Documents (with any Bank or any Affiliate of any Bank which are outstanding on the “Existing Obligations”) date hereof shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of under this Agreement and the Notes other Credit Documents and any (c) the Administrative Agent shall make such reallocations, sales, assignments or other Loan Document (as defined herein) that is amended relevant actions in respect of each Bank’s credit and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party loan exposure under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery as are necessary in order that Obligations in respect of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, interest and the Borrower shall furnish fees due and payable to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, a Bank hereunder reflect such Bank’s Commitments on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01date hereof.
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate On the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Restatement Date, the terms and provisions of the Existing Credit Repurchase Agreement shall be and hereby are amended and restated in their its entirety by this Agreement and (a) all references to the termsExisting Repurchase Agreement in any Transaction Document other than this Agreement (including in any amendment, conditions waiver or consent) shall be deemed to refer to the Existing Repurchase Agreement as amended and provisions of this Agreementrestated hereby, and the terms and provisions (b) all references to any section (or subsection) of the Existing Credit Agreement, except as otherwise expressly provided Repurchase Agreement in any Transaction Document (but not herein, ) shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreementamended to be, including anything in this Section 10.18mutatis mutandis, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder references to the extent not repaid on or before the Closing Date, (ii) each corresponding provisions of this Agreement and (c) except as the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with context otherwise provides, all references to this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under in the Existing Credit Repurchase Agreement or any other Prior Loan Document (including for purposes of indemnification and (iiireimbursement of fees) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in references to the Existing Repurchase Agreement as amended and restated hereby. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Existing Repurchase Agreement (including the “Repurchase Obligations” under and as defined therein) or to evidence payment of all or any portion of such amounts by obligations and between liabilities. On and after the Lenders and from each Lender to each other LenderRestatement Date, with (a) the same Existing Repurchase Agreement shall be of no further force and effect except as if such assignments were evidenced amended and restated hereby and except to evidence (i) the incurrence by applicable Assignments Seller of the “Repurchase Obligations” under and Assumptions (as defined therein (whether or not any of such “Repurchase Obligations” is contingent as of the Restatement Date), (ii) the representations and warranties made thereunder by Seller prior to the Restatement Date (other than the GS Asset Representations made by Seller therein with respect to the Initial Transaction Asset) and (iii) any action or omission performed or required to be performed pursuant to the Existing Repurchase Agreement prior to the Restatement Date (including any failure, prior to the Restatement Date, to comply with the covenants contained in the Existing Credit Repurchase Agreement) and (b) the terms and conditions of this Agreement and rights and remedies under the Transaction Documents, shall apply to all Repurchase Obligations incurred under the Existing Credit Repurchase Agreement. Notwithstanding anything to Until the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Restatement Date, the Lenders Existing Repurchase Agreement shall make all necessary cash settlement remain in full force and effect, in accordance with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01its terms.
Appears in 1 contract
Samples: Master Repurchase Agreement (KBS Real Estate Investment Trust, Inc.)
Amendment and Restatement. In order to facilitate this amendment The Borrowers, the Lenders and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on upon (i) the Closing Dateexecution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 4.1 and 4.2, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation, payment and the terms and provisions reborrowing or termination of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in Obligations under the Existing Credit Agreement and referred the other Loan Documents as in effect prior to hereinthe date hereof or the Indebtedness created thereunder. The commitment of each Lender that is a party to the Existing Credit Agreement shall, individually or collectivelyon the date hereof, as automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Prior Loan Documents”), (i) all Obligations ” (as defined in the Existing Credit Agreement) outstanding to the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” under the Existing Credit Agreement and other Prior Loan Documents (with any Lender or any Affiliate of any Lender which are outstanding on the “Existing Obligations”) date hereof shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of under this Agreement and the Notes and any other Loan Document Documents, (as defined hereinc) that is amended the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party loan exposure under the Existing Credit Agreement or any other Prior Loan Document as are necessary in order that Obligations in respect of Loans, interest and (iii) neither fees due and payable to a Lender hereunder reflect such Lender’s Pro Rata Share on the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loansdate hereof, and the Borrower shall furnish Borrowers hereby agrees to the Administrative Agent Revolving Loan Notices selecting the interest rates compensate each Lender for existing Loans. The Existing Lenders agree to waive any breakage and all losses, costs pursuant to Section 3.05 of the Existing Credit Agreement solely and expenses incurred by such Lender in connection with the termination sale and assignment of the Interest Periods for all any Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, Advance on the Closing Date, terms and in the Commitments shall be as manner set forth in Schedule 2.01 Section 3.4 hereof and (d) the outstanding principal amount liens and security interests in favor of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Administrative Agent for the Lenders and from each Lender to each other Lender, with benefit of the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions Holders of Secured Obligations (as defined in the Existing Credit Security Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 securing payment of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment Obligations are in all respects continuing and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (force and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, effect with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01Obligations.
Appears in 1 contract
Samples: Credit Agreement (Arcbest Corp /De/)
Amendment and Restatement. In order Upon satisfaction with each of -------------------------- the conditions set forth in Section 4.1 (except any condition the performance of which has been waived as a condition to facilitate the initial Loan or initial issuance of a Letter of Credit pursuant to this amendment and restatement and otherwise to effectuate the desires of the BorrowerAgreement), the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit this Agreement shall be deemed to amend and hereby are amended and restated restate in their entirety by the terms, conditions and provisions of this Existing Agreement, at which time (the "Effective Time") each Lender and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), each Restricted Person hereby agrees that (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) Aggregate Percentage Share of each of this Agreement Lender and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations Percentage Share of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest Lender with respect to such US Loans, Canadian Revolver Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Term Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 the definition to this Agreement, (ii) the loans outstanding under the Existing Agreement and all accrued and unpaid interest thereon (but not any letters of credit issued and outstanding under the Existing Agreement and reimbursement obligations with respect thereto, which are to be deemed to be outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments under and governed by the requisite assignments Marketing Credit Agreement as provided therein), and all accrued and unpaid fees and expenses under the Existing Agreement (the "Outstanding Obligations") shall be deemed to be made in such amounts outstanding under and governed by this Agreement, and between the Lenders and from each Lender to each other (iii) any party named as a "Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) " under the Existing Credit Agreement that is not a signatory hereto as a Lender under this Agreement (an "Exiting Lender") shall cease to be a Lender and shall be released from its obligations under the Existing Agreement and this Agreement. Notwithstanding anything to At the contrary Effective Time, the Borrower shall make such adjustments in Section 10.06 the Loans, including the borrowing of additional Loans and the repayment of Loans under the Existing Agreement plus all applicable accrued interest, fees and expenses (including any costs under Article III of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, ) as shall be executed necessary to repay in connection with these assignments (full all Exiting Lenders and to provide for Loans by each Lender in the amount of which requirements are hereby waived)its new Percentage Share of US Loans, Canadian Revolver Loans, and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative AgentTerm Loans, as applicable, as of the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01Effective Time.
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Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby parties hereto agree that, that on the Closing Date, the terms and provisions of following transactions shall be deemed to occur automatically, without further action by any party hereto: the Existing Credit Agreement shall be and hereby are deemed to be amended and restated in their its entirety by in the termsform of this Agreement; the Loans shall serve to extend, conditions renew and provisions continue, but not to extinguish or novate, the Existing Loans and the corresponding promissory notes and to amend, restate and supersede, but not to extinguish or cause to be novated the Existing Obligations under, the Existing Credit Agreement; the Borrower hereby agrees that, upon the effectiveness of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) Loans outstanding under the Existing Credit Agreement and other Prior Loan Documents all accrued and unpaid interest thereon shall be deemed to be outstanding under and payable by this Agreement; all Existing Obligations (including any Existing Obligations that have accrued, but are not payable, as of the “Existing Obligations”Closing Date) shall continue as Obligations hereunder shall, to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, paid on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by Obligations outstanding (and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the case of any accrued Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 Obligations that have accrued, but are not payable, as of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, such accrued Existing Obligations shall be paid on the Lenders shall make all necessary cash settlement in full with each other Lender (and with the date or dates that such Existing Lenders Obligations were due under the Existing Credit Agreement whose Commitments thereunder are being terminatedAgreement), either directly or through ; the Administrative Agent, as the Liens in favor of Administrative Agent may direct or approve, securing payment of the Existing Obligations shall remain in full force and effect with respect to all assignmentsthe Obligations and are hereby reaffirmed in accordance with the Security Documents; and 715347206 14464587 the parties acknowledge and agree that this Agreement and the other Loan Documents do not constitute a novation, reallocations payment and other changes in the Commitments (as such term is defined in reborrowing or termination of the Existing Credit Agreement) Obligations and that all such that Existing Obligations are in all respects continued and outstanding as Obligations under this Agreement with only the terms being modified from and after giving effect to such settlements each Lender’s Applicable Percentage shall be the effective date of this Agreement as set forth on Schedule 2.01provided in this Agreement and the other Loan Documents.
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate The Borrower the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders Lender hereby agree that, on that upon the Closing Dateeffectiveness of this Agreement, the terms and provisions of the Existing Prior Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, terms and conditions and provisions of this Agreement, Agreement and the terms and provisions of the Existing Prior Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this the amendment and restatement of the Existing Prior Credit Agreement by this Agreement, including anything in this Section 10.18, and the Borrower shall continue to be liable to NationsBank with respect to agreements on the part of any related “Loan Documents” (as such term is defined in the Existing Borrower under the Prior Credit Agreement to indemnify and referred hold harmless NationsBank from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated which NationsBank may be subject arising in connection with this the Prior Credit Agreement. This Agreement is given as a substitution forof, and not as a payment of, the indebtedness, liabilities and Existing Obligations obligations of the Borrower and each Loan Party under the Existing Prior Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Prior Credit Agreement. Except as otherwise selected by the Borrower by delivery of a Borrowing Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrower under the Prior Credit Agreement or as of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, as determined by the Interest Periods for Lender, shall constitute Advances hereunder accruing interest (a) with respect to LIBOR Loans under the Prior Credit Agreement, at the LIBOR Rate hereunder and (b) with respect to Base Rate Loans under the Prior Credit Agreement, at the Base Rate hereunder. The parties hereto agree that all Eurodollar LIBOR Rate Loans outstanding under the Existing Prior Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, Date shall continue as LIBOR Rate Loans hereunder without any compensation pursuant to SECTION 4.4 hereof being due to the Commitments shall be Lender. Except as set forth in Schedule 2.01 otherwise provided for by the Borrower by delivery to the Issuing Bank of an Application and Agreement for Letters of Credit prior to the outstanding principal amount of any Loans shall be reallocated Closing Date in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between terms hereof, upon the Lenders and from each Lender to each other Lender, with effectiveness of this Agreement (x) all Documentary Letters of Credit issued for the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in account of the Existing Credit Agreement) Borrower or any of its Subsidiaries under the Existing Prior Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 Agreement as of the Existing Closing Date shall constitute Documentary Letters of Credit hereunder, and (y) all Standby Letters of Credit issued for the account of the Borrower or any of its Subsidiaries under the Prior Credit Agreement or Section 10.06 as of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing DateDate shall constitute Standby Letters of Credit hereunder; PROVIDED, however, that as of the Lenders Closing Date the Letter of Credit Outstandings shall make all necessary cash settlement in full with each other Lender (and with not exceed the Existing Lenders under the Existing Total Letter of Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01Commitment.
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Lenders and the Administrative Agent and the Lenders hereby agree that, on upon (i) the Closing Dateexecution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 5.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement, . This Agreement is not intended to and the terms and provisions shall not constitute a novation of the Existing Credit AgreementAgreement or the Indebtedness created thereunder. The commitment of each Lender that is a party to the Existing Credit Agreement shall, except as otherwise expressly provided hereinon the Closing Date, automatically be deemed amended and the only commitments shall be superseded those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the Closing Date (after giving effect to the payments described in clause (e) below) shall continue as Loans under (and shall be governed by the terms of) this Agreement. Notwithstanding this amendment Agreement and restatement of the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement, including anything in this Section 10.18, ) to the “Credit Agreement” and of any related the “Loan Documents” shall be deemed to refer to this Agreement and the Loan Documents, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any affiliate of any Lender which are outstanding on the Closing Date (after giving effect to the payments described in clause (e) below) shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, Letters of Credit, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any LIBOR Rate Loans on the terms and in the manner set forth in Section 4.9 hereof and (e) upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Bank Product Debt” (as such term is defined in the Existing Credit Agreement Agreement), and referred contingent indemnity obligations and other contingent obligations owing to herein, individually or collectively, as it under the “Prior Loan Documents”), (i) all Obligations (” as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute Departing Lender shall not be a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01hereunder.
Appears in 1 contract
Samples: Credit Agreement (Blackbaud Inc)
Amendment and Restatement. In order The undersigned Lenders, to facilitate this the extent a party to the Existing Revolving Credit Agreement (the “Existing Lenders”), agree and acknowledge that in connection with the amendment and restatement and otherwise to effectuate of the desires of Existing Revolving Credit Agreement pursuant hereto, the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Existing Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred make adjustments to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations the outstanding principal amount of “Revolving Loans” (as defined in the Existing Revolving Credit Agreement, but not any interest accrued thereon prior to the Effective Date or any accrued facility fees under the Existing Revolving Credit Agreement prior to the Effective Date), including the borrowing of such additional “Revolving Loans” (which may include “Eurodollar Loans”, as defined in the Existing Revolving Credit Agreement) outstanding under and the Existing Credit Agreement and other Prior Loan Documents repayment of “Revolving Loans” (which may include the prepayment or conversion of “Existing ObligationsEurodollar Loans”) plus all applicable accrued interest, fees and expenses as shall continue be necessary to provide for Revolving Loans by each Lender in the amount of its new Applicable Percentage of all Revolving Loans as Obligations hereunder to of the extent not repaid on or before the Closing Effective Date, and (ii) each participations in any outstanding “Letters of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions Credit” (as defined in the Existing Revolving Credit Agreement) issued under the Existing Revolving Credit Agreement (the “Existing Letters of Credit”) to provide for each Lender’s participation in such Existing Letters of Credit equal to such Lender’s new Applicable Percentage of the aggregate amount available to be drawn under each such Existing Letter of Credit as of the Effective Date. In connection with the foregoing (a) each Existing Lender shall be deemed to have made an assignment of its outstanding Revolving Loans and “Commitments” (as defined in the Existing Revolving Credit Agreement) under the Existing Revolving Credit Agreement. Notwithstanding anything to , and assumed outstanding Revolving Loans and Commitments of other Existing Lenders under the contrary in Section 10.06 Existing Revolving Credit Agreement, all at the request of the Existing Credit Agreement or Section 10.06 of this AgreementBorrower, no other documents or instruments, including any Assignment and Assumption, shall as may be executed in connection with these assignments (all of which requirements are hereby waived)necessary to effect the foregoing, and such assignments each Existing Lender hereby waives any right to any reimbursement under Section 2.21 hereof with respect thereto, and (b) each Existing Letter of Credit shall be deemed to be made with a Letter of Credit issued hereunder as of the Effective Date for all applicable representationspurposes hereof. Each of the undersigned Existing Lenders, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders waives any requirement under the Existing Revolving Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, that notice with respect to all assignmentsany such borrowing, reallocations and prepayment or other changes transaction described in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall this Section 10.15 be as set forth on Schedule 2.01.given. [SIGNATURES BEGIN ON NEXT PAGE]
Appears in 1 contract
Samples: Revolving Credit Agreement (Western Gas Partners LP)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent Agents, the Issuing -------------------------- Banks, the Arranger and the Lenders hereby agree that, on that upon the Closing Dateeffectiveness of this Agreement, the terms and provisions of the Existing Original Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions terms and provisions of this Agreement, Agreement and the terms and provisions conditions of the Existing Original Credit Agreement, except as otherwise expressly provided herein, Agreement shall be superseded by this Agreement, except as expressly provided herein. ================================================================================ Notwithstanding this the amendment and restatement of Original Credit Agreement and certain of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “"Loan Documents” (" as such term is defined in the Existing Original Credit Agreement and referred to herein, individually or collectively, as (the “"Prior Loan Documents”)") by this Agreement and the other Loan Documents as herein defined, all of the indebtedness, liabilities and obligations owing by the Borrower under the Original Credit Agreement (i) all other than Reimbursement Obligations (as defined in the Existing Original Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”with respect to Citibank Letters of Credit) shall continue as Obligations hereunder to and shall be and remain secured by the extent not repaid on or before Collateral Documents for the Closing Date, (ii) each benefit of this Agreement the Agents and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Lenders. This Agreement is given as a substitution forof, and not as a payment of, the indebtedness, liabilities and Existing Obligations obligations of the Borrower and each Loan Party under the Existing Original Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Credit Agreement thereof or of any of the other Prior Loan Documents or any obligations thereunderDocuments. On Upon the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 effectiveness of this Agreement, no all Loans owing by the Borrower and Letters of Credit outstanding under the Original Credit Agreement (other documents or instrumentsthan the Citibank Letters of Credit) shall continue as Loans and Letters of Credit hereunder, including any Assignment and Assumptionin each case accruing interest, shall be executed in connection with these assignments (all as of which requirements are hereby waived)the date hereof, and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumptionat the Base Rate hereunder. On the Closing DateThe Borrower, the Agents, the Issuing Banks, the Arranger and the Lenders shall make hereby acknowledge the assignment to Bank of America of all necessary cash settlement in full with each Loans and Commitments by the other Lender (and lenders party to the Original Credit Agreement substantially simultaneously with the Existing effectiveness of this Agreement. The Borrower, the Agents, the Issuing Banks, the Arranger and the Lenders under hereby agree that the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through assignment by Bank of America to the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.Lenders party hereto of
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Amendment and Restatement. In order to facilitate this amendment This Agreement amends and restatement restates in its entirety the 2014 Credit Agreement; and otherwise to effectuate the desires Loan Parties confirm that the 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the Borrowerexecution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Administrative Agent Obligations hereunder as amended hereby; and all such Collateral (as defined in the Lenders: 2014 Credit Agreement) shall continue to secure the Obligations hereunder. The BorrowerLoans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent and the Lenders hereby acknowledge and agree that, on that the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing 2014 Credit AgreementAgreement by this Agreement is not intended to constitute, including anything in this Section 10.18nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and of any related “the other Loan Documents” Documents (as such term is defined in therein) thereunder or the Existing Credit Agreement collateral security therefor and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes other Loan Documents are entitled to all rights and benefits originally pertaining to the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein). For the avoidance of doubt, the Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that upon execution of this Agreement by the parties hereto, Hallador Energy Company shall be the Borrower hereunder and shall no longer be, and is hereby released as, a Guarantor under this Agreement and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given but shall be bound as a substitution forBorrower), and not as a payment ofSunrise Coal, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement LLC shall be terminateda Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower under this Agreement and any other Loan Documents (but shall pay all accrued interest with respect be bound as a Guarantor). [Signature Pages Intentionally Omitted] SCHEDULE 1.1(A) PRICING GRID-- VARIABLE PRICING AND LETTER OF CREDIT FEES BASED ON LEVERAGE RATIO (PRICING EXPRESSED IN BASIS POINTS) Level Leverage Ratio Letter of Credit Fee Base Rate Spread Term SOFR Rate Spread LIBOR Rate Spread Commitment Fee Prior to such Loansthe 10th AED* On and after the 10th AED* Prior to the 10th AED* On and after the 10th AED* On and after the 10th AED* Prior to the 10th AED* On and after the 10th AED* Prior to the 10th AED* On and after the 10th AED* IV Greater than or equal to 3.0 to 1.0 400 500 300 400 500 400 500 50 50 III Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 350 450 250 350 450 350 450 50 50 II Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 300 425 200 325 425 300 425 50 50 I Less than 2.0 to 1.0 275 400 175 300 400 275 400 37.5 50 * “10th AED” shall mean the Tenth Amendment Effective Date For purposes of determining the Applicable Margin, Commitment Fee, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 Applicable Letter of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.Fee Rate:
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Amendment and Restatement. In order to facilitate this amendment This Agreement consolidates, amends and restatement restates in its entirety the Amended and otherwise to effectuate the desires of the Borrower, the Administrative Agent Restated Agreement and the Lenders: The Borrower, the Administrative Agent Original Agreement. This Agreement and the Lenders hereby agree thatother Loan Documents govern the present relationship between Borrowers, on Guarantors and Lender. With respect to matters relating to the period prior to the Closing Date, all of the terms and provisions of the Original Agreement and the Amended and Restated Agreement and the security agreements, pledge agreements, guarantees, and other documents, instruments and agreements (including, without limitation, any of the Loan Documents) executed in connection therewith, are each ratified and confirmed and shall remain in full force and effect. Borrower ratifies and confirms its obligations under each of the Existing Credit Receivables Loan Documents to which Borrower is a party, is named as a party or has joined as party thereto and further agrees all obligations in respect to the Original Agreement and/or the Amended and Restated Agreement guaranteed or secured under an Existing Receivables Loan Document shall automatically hereafter include the Obligations. This Agreement, however, is in no way intended, nor shall it be construed, to affect, replace, impair or extinguish the creation, attachment, perfection or priority of the security interests in, and hereby are amended other Liens on, the Collateral, which security interests and restated in their entirety other Liens Borrower, by the terms, conditions and provisions of this Agreement, acknowledges, reaffirms and the terms and provisions of the Existing Credit Agreementconfirms to Lender. In addition, except as otherwise expressly provided herein, all obligations and liabilities and indebtedness created or existing under, pursuant to, or as a result of, the Original Agreement and the Amended and Restated Agreement shall be superseded continue in existence within the definition of “Obligations” under this Agreement, which obligations, liabilities and indebtedness of Borrower, by this Agreement, acknowledges, reaffirms and confirms. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of Borrower agrees that any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred outstanding commitment or other obligation to herein, individually make advances or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder otherwise extend credit or credit support to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement Person pursuant to the foregoing sentenceOriginal Agreement and/or the Amended and Restated Agreement is superseded by, and renewed and consolidated under, this Agreement. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 Borrower represents and the outstanding principal amount of warrants that it has not assigned or otherwise transferred any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) rights arising under the Existing Credit Original Agreement and/or the Amended and Restated Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
Appears in 1 contract
Samples: Inventory Loan and Security Agreement (Silverleaf Resorts Inc)
Amendment and Restatement. In order to facilitate this amendment This Agreement amends and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of restates the Existing Credit Agreement shall be and in its entirety. Borrower hereby are amended and restated in their entirety by agrees that (a) the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in Debt outstanding under the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations Documents (as defined in the Existing Credit Agreement; together with the Existing Credit Agreement, the “Existing Credit Documents”) outstanding and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing DateDocuments, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts outstanding under and governed by this Agreement. Borrower hereby acknowledges, warrants, represents and between the Lenders agrees that this Agreement is not intended to be, and from each Lender shall not be deemed or construed to each other Lenderbe, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in a novation or release of the Existing Credit Agreement) Documents. Each Lender which is a Lender under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the Existing Credit Agreement or Section 10.06 loans thereunder, ratable reductions of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all the commitments of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly Documents and ratable payments on account of the principal or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in interest of any loan under the Existing Credit Documents to the extent that any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage , the loans of the Lenders shall be as set forth outstanding on Schedule 2.01a ratable basis in accordance with their respective Pro Rata Share. Each Lender hereby authorizes Administrative Agent and Borrower to request Borrowings from Lenders, to make prepayment of the loans under the Existing Credit Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Pro Rata Share.
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Amendment and Restatement. In order to facilitate this amendment This Agreement amends and restatement and otherwise to effectuate restates in its entirety the desires Original Agreement effective as of the Borrowerdate hereof. Anything contained herein to the contrary notwithstanding, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions this Agreement is not intended to effect a novation of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations "Secured Obligations" (as defined in the Existing Credit Original Agreement) outstanding ). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Existing Credit Original Agreement which is secured by the Collateral pursuant to the terms of the applicable Loan Documents. Borrower ratifies, affirms and other Prior confirms that the liens and security interests granted pursuant to the applicable Loan Documents secure the applicable indebtedness, liabilities and obligations of Borrower to Agent and the Lenders under the Original Agreement, as amended and restated by this Agreement, the Loan Documents shall continue in full force and effect in accordance with their terms unless otherwise amended by the parties thereto, and that the term "Secured Obligations" as used in the Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder or any other term used therein to describe or refer to the extent not repaid on or before the Closing Dateindebtedness, (ii) each liabilities and obligations of this Agreement Borrower to Agent and the Notes and any other Loan Document (as defined hereinLenders) that is amended and restated in connection with this Agreement is given as a substitution forincludes, and not as a payment ofwithout limitation, the indebtedness, liabilities and Existing Obligations obligations of the Borrower under this Agreement, and each Loan Party under the Existing Credit Agreement Original Agreement, as amended and restated hereby, as the same further may be amended, modified, supplemented and/or restated from time to time and Borrower assumes all such Secured Obligations. The Loan Documents and all agreements, instruments and documents executed or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of delivered in connection with any of the other Prior foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Each reference to the “Loan and Security Agreement” in any Loan Document shall mean and be a reference to this Agreement (as further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Loan Documents or any obligations thereunder. On to particular section numbers in the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Original Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything cross-references to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 corresponding sections, as applicable, of this Agreement, no other documents or instruments, including any Assignment . (SIGNATURES TO FOLLOW) *** Certain information on this page has been omitted and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and filed separately with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, Commission. Confidential treatment has been requested with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01omitted portions.
Appears in 1 contract
Amendment and Restatement. In order to facilitate this the amendment and restatement contemplated by this Agreement and otherwise to effectuate the desires of the BorrowerLoan Parties, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on (a) Simultaneously with the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this but immediately prior to giving effect to Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”1.10(d), (i) all Obligations the parties hereby agree that the Commitments and Applicable Percentages (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) of each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth on Schedule 2.01, and (i) the Outstanding Amounts of each Lender’s Committed Loans (as defined in Schedule 2.01 the Existing Credit Agreement) and (ii) the outstanding principal amount aggregate Outstanding Amount of any each Tranche 1 Lender’s participation in L/C Obligations and Swing Line Loans shall shall, in each case, be reallocated as outstanding Committed Loans hereunder in accordance with such Commitments and outstanding participations in L/C Obligations and Swing Line Loans hereunder in accordance with such Commitments, as applicable, and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from (A) each Tranche 1 Lender to each other LenderTranche 1 Lender and (B) each Tranche 2 Lender to each other Tranche 2 Lender (and, if necessary, to (x) Tranche 1 Lenders hereunder from Tranche 1 Lenders under, and as defined in, the Existing Credit Agreement and (y) Tranche 2 Lenders hereunder from Tranche 2 Lenders under, and as defined in, the Existing Credit Agreement, in each case, who elect not to become Tranche 1 Lenders or Tranche 2 Lenders, as applicable, under this Agreement or who reduce their commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, but without the payment of any related assignment fee; provided that the Existing Lenders who are Lenders under this Agreement hereby waive any notice requirements pursuant to Section 2.05 of the Existing Credit Agreement in connection with any prepayment that may occur or may be deemed to occur thereunder in connection with this Section 1.10(a). For the avoidance of doubt, simultaneously with the Closing Date, the parties hereby agree that each Swing Line Loan outstanding under, and as defined in, the Existing Credit Agreement as of such date shall continue as a Swing Line Loan hereunder and each “Letter of Credit” outstanding under, and as defined in, the Existing Credit Agreement as of such date and identified as an “Existing Letter of Credit” hereunder shall continue as a Letter of Credit hereunder. (b) Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of in this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be, or shall be required to be, executed in connection with these the assignments set forth in Section 1.10(a) above (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the applicable Lenders shall make all necessary full cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), one another either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.39
Appears in 1 contract
Samples: Credit Agreement (Discovery, Inc.)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires Effective as of the BorrowerClosing Date, the Administrative Agent Amended and Restated Credit Agreement shall be amended and restated in its entirety by this Agreement and the Lenders: Amended and Restated Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Borrower Obligations” under and as defined in the Amended and Restated Credit Agreement (whether or not such “Borrower Obligations” are contingent as of the Closing Date). The Borrower, terms and conditions of this Agreement and the rights and remedies of the Administrative Agent and the Lenders hereby agree that, on under this Agreement and the other Loan Documents shall apply to all of the Borrower Obligations incurred under the Amended and Restated Credit Agreement. All Loans and Letters of Credit outstanding under the Amended and Restated Credit Agreement immediately prior to the Closing Date shall continue under this Agreement. On and after the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations references to the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement and (ii) all references to any section (or subsection) of the Amended and Restated Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. The parties hereto acknowledge and agree that the Liens securing payment of the “Borrower Obligations” as defined in the Existing Amended and Restated Credit Agreement) outstanding under , shall from and after the Existing Credit Agreement Closing Date secure the payment and other Prior Loan Documents (performance of all Borrower Obligations for the “Existing Obligations”) benefit of the Administrative Agent and the Secured Parties, and all such Liens shall continue as Obligations hereunder in full force and effect after giving effect to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and are hereby confirmed and reaffirmed by each of the Notes Loan Parties. The parties hereto further acknowledge and agree that all “Security Documents” as defined in the Amended and Restated Credit Agreement shall remain in full force and effect after the Closing Date in favor of and for the benefit of the Administrative Agent and the Secured Parties (with each reference therein to the collateral agent, the credit agreement or a loan document being a reference to the Administrative Agent, this Agreement or the other Loan Documents, as applicable), and each Loan Party hereby confirms and ratifies its obligations thereunder. In furtherance of the foregoing, Administrative Agent is hereby appointed as collateral agent in connection with the foregoing, and shall be entitled to all of the benefits, rights, privileges and immunities hereunder and under the other Loan Documents with respect to the foregoing. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. This Agreement shall not constitute a novation of the Amended and Restated Credit Agreement or of any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Amended and Restated Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
Appears in 1 contract
Samples: Credit Agreement (Fortress Transportation & Infrastructure Investors LLC)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate On the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their its entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement shall thereafter be of no further force and referred effect, except to herein, individually or collectively, as the “Prior Loan Documents”), evidence (i) all Obligations (as defined in the Existing Credit Agreement) outstanding incurrence by the Initial Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date or released pursuant to and other Prior Loan Documents (in accordance with the “Existing Obligations”) shall continue as Obligations hereunder to terms of the extent not repaid on or before the Closing DateBorrower Assignment Agreement), (ii) each of this Agreement the representations and warranties made by the Initial Borrower and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under guarantors from time to time party to the Existing Credit Agreement or any other Prior Loan Document prior to the Restatement Effective Date and (iii) neither any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the execution and delivery Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). It is the intention of such documents nor each of the consummation of any other transaction contemplated hereunder is intended to constitute a novation of parties hereto that the Existing Credit Agreement or be amended and restated hereunder so as to preserve the perfection and priority of any all Liens securing the Secured Obligations under the Loan Documents and that all Secured Obligations of the other Prior Loan Documents Initial Borrower as assigned to the Borrower pursuant to the Borrower Assignment Agreement and the Guarantors hereunder shall continue to be secured by Lxxxx granted under and evidenced by the Security Agreement or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loansother Loan Document, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit that this Agreement solely in connection with the does not constitute a novation or termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 Indebtedness and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) Obligations existing under the Existing Credit Agreement. Notwithstanding anything The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the contrary in Section 10.06 of obligations incurred under the Existing Credit Agreement Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or Section 10.06 waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of this the Loan Documents shall continue in full force and effect and, from and after the Restatement Effective Date, all references to the “Credit Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments ” contained therein shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect refer to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit this Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
Appears in 1 contract
Samples: Stock Purchase Agreement (Trinity Place Holdings Inc.)
Amendment and Restatement. In order Pursuant to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions Section 10.01 of the Existing Credit Agreement, except KeyBank as otherwise expressly provided hereinAdministrative Agent under, shall be superseded by this Agreement. Notwithstanding this and as defined in, the Existing Credit Agreement and each Lender under, and as defined in, the Existing Credit Agreement (including, for the avoidance of doubt, the Exiting Lenders) hereby consents to the amendment and restatement of the Existing Credit Agreement pursuant to the terms of this Agreement, including anything in this Section 10.18the amendment and restatement of the Existing Guaranty pursuant to the terms of the Guaranty, the amendment and restatement of any related “the Existing Pledge Agreement pursuant to the terms of the Pledge Agreement and amendment and restatement of the Existing Intra-Company Loan Documents” (as such term is defined in Subordination Agreement pursuant to the terms of the Intra-Company Loan Subordination Agreement. On the Closing Date, the Existing Credit Agreement shall be amended and referred to hereinrestated in its entirety by this Agreement, individually or collectivelyand each of the Existing Credit Agreement, the Existing Guaranty, the Existing Pledge Agreement and the Existing Intra-Company Loan Subordination Agreement shall be amended and restated in its entirety by the Guaranty, the Pledge Agreement and the Intra-Company Loan Subordination Agreement, respectively, and, except as specifically set forth herein and therein, shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement, the Guaranty, the Pledge Agreement and the Intra-Company Loan Subordination Agreement, as applicable. The parties hereto acknowledge and agree that entering into this Agreement, the “Prior Guaranty, the Pledge Agreement and the Intra-Company Loan Documents”)Subordination Agreement, (i) all Obligations does not constitute a novation of the Existing Credit Agreement or the other Loan Documents (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (or a novation, termination, extinguishment or discharge of the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party ” under the Existing Credit Agreement or any such other Prior Loan Document Documents, which remain outstanding as of the Closing Date. KeyBank, as Administrative Agent under, and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of as defined in, the Existing Credit Agreement, is hereby authorized and directed by the Lenders party hereto to execute and deliver the Guaranty, the Pledge Agreement or of any and the Intra-Company Loan Subordination Agreement (on behalf of the other Prior Loan Documents or Lenders and itself). All interest and fees accrued and unpaid (determined after giving effect to any obligations thereunder. On payments made to Exiting Lenders on the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding ) under the Existing Credit Agreement as of the date of this Agreement shall be terminated, due and payable in the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs amount determined pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant periods prior to the foregoing sentence. 101 The parties hereby agree that, Closing Date on the Closing Date, the Commitments shall be as next payment date for such interest or fee set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Aimco Properties L.P.)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the BorrowerThe Borrowers, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders ------------------------- hereby agree that, on that upon the Closing Dateeffectiveness of this Agreement, the terms and provisions of the Existing Credit Original Agreement shall be and hereby are amended and restated in their entirety by the terms, terms and conditions and provisions of this Agreement, Agreement and the terms and provisions of the Existing Credit Original Agreement, except as otherwise expressly provided hereinin the next paragraph, shall be superseded by this Agreement. Notwithstanding this the amendment and restatement of the Existing Credit Original Agreement by this Agreement, including anything in this Section 10.18, the Borrowers shall continue to be liable to the Agent and the Original Lenders with respect to agreements on the part of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding Borrowers under the Existing Credit Original Agreement to indemnify and other Prior Loan Documents (hold harmless the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement Agent and the Notes Original Lenders from and any other Loan Document (as defined herein) that is amended against all claims, demands, liabilities, damages, losses, costs, charges and restated expenses to which the Agent and the Original Lenders may be subject arising in connection with this the Original Agreement. This Agreement is given as a substitution forof, and not as a payment of, the indebtedness, liabilities and Existing Obligations obligations of the Borrower and each Loan Party under the Existing Credit Original Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunderOriginal Agreement. On the Closing Date a portion of the indebtedness evidenced by the Original Notes shall be repaid with a portion of the proceeds of the Senior Subordinated Notes, such repayment to be allocated among the Original Lenders in order that after giving effect thereto Lenders shall have the Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment, as the case be, described on Exhibit A. Except as otherwise selected by BREED --------- on behalf of the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Original Agreement as of the Closing Date, less amounts repaid with the proceeds of the Senior Subordinated Notes, shall constitute Advances hereunder accruing interest with respect to the Base Rate Loans under the Original Agreement, at the Base Rate hereunder. The parties hereto agree that the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Original Agreement on the Closing Date shall be terminated, the Borrower Original Lenders shall pay all accrued interest with respect grant a one-time waiver of any payments required under Section 6.5 to such Loans, the ----------- Lenders and the Borrower Borrowers shall furnish to the Administrative Agent Revolving Loan Interest Rate Selection Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely Loans and Borrowing Notices for additional Loans as may be required in connection with the termination allocation of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated among Lenders in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s their Applicable Percentage shall be as set forth on Schedule 2.01Commitment Percentages.
Appears in 1 contract
Amendment and Restatement. In order (a) This Agreement is intended to facilitate this amendment amend and restatement restate and otherwise to effectuate supersede and replace in its entirety the desires of Existing Credit Agreement, without novation, with the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent Commitments set forth herein and the Lenders hereby agree thatand L/C Issuers party hereto. Any Lender party to the Existing Credit Agreement not listed in the signature pages hereof shall cease to be a Lender on the Closing Date upon payment of all amounts (except principal) due to it under Section 4.01(e) and all amounts of principal owing to it under Section 10.22(b). Without limiting the generality of the foregoing, on the Closing Date, each Lender listed on the terms and provisions of signature pages hereof not previously party to the Existing Credit Agreement shall be and hereby are amended become a Lender hereunder and restated shall have all of the rights and be obligated to perform all of the obligations of a Lender hereunder to the extent of its Commitment. Notwithstanding anything to the contrary contained in their entirety the Existing Credit Agreement, in order to effect the restructuring of the existing credit facilities as contemplated by the terms, conditions and provisions of this Agreement, (i) all existing Letters of Credit under (and as defined in) the terms Existing Credit Agreement will be deemed to be Letters of Credit in accordance with this Agreement and provisions (ii) all accrued and unpaid interest, and all accrued and incurred and unpaid fees, costs and expenses payable under the Existing Credit Agreement, including all accrued and unpaid Facility Fees under (and as defined in) Section 2.09(a) of the Existing Credit Agreement, except Letter of Credit Fees under (and as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement defined in) Section 2.03(h) of the Existing Credit Agreement, including anything and fronting fees under (and as described in this ) Section 10.182.03(i) of the Existing Credit Agreement, and all fees and expenses outstanding under Section 10.04(a) and Section 10.04(b) of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to hereinother similar costs and expenses, individually will be due and payable on the Closing Date. The Letters of Credit (undrawn or collectively, drawn but as yet 127 sf-3344711 unreimbursed as of the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit AgreementClosing Date) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, which are specified on Schedule 1.02, shall, following the Commitments shall be satisfaction of all conditions precedent as set forth in Schedule 2.01 and Section 4.01 to the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall initial Credit Extension hereunder, be deemed to be made constitute Letters of Credit issued hereunder in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force manner and effect subject to the same terms and conditions as if such assignments were evidenced by applicable Assignments and Assumptions (issued initially as defined in the Existing Letters of Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything pursuant to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.012.03.
Appears in 1 contract
Samples: Credit Agreement (Jacobs Engineering Group Inc /De/)
Amendment and Restatement. In order This Agreement is intended to facilitate this amendment amend and restatement restate and otherwise to effectuate supersede and replace in its entirety the desires of Existing Credit Agreement, without novation, with the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent Commitments set forth herein and the Lenders hereby agree thatand L/C Issuers party hereto. Without limiting the generality of the foregoing, on the Closing Date, any Lenders party to the terms Existing Credit Agreement not listed on the signature pages hereof shall cease to be Lenders, and provisions of each Lender listed on the signature pages hereof not previously party to the Existing Credit Agreement shall be and hereby are amended become a Lender hereunder and restated shall have all of the rights and be obligated to perform all of the obligations of a Lender hereunder to the extent of its Commitment. Notwithstanding anything to the contrary contained in their entirety the Existing Credit Agreement, in order to effect the restructuring of the existing credit facilities as contemplated by the terms, conditions and provisions of this Agreement, (i) all Existing Letters of Credit will be deemed to be Letters of Credit in accordance with this Agreement and (ii) all accrued and unpaid interest, and all accrued and incurred and unpaid fees, costs and expenses payable under the terms Existing Credit Agreement, including all accrued and provisions unpaid Letter of Credit Fees under (and as defined in) Section 2.04(h) of the Existing Credit Agreement, except fronting fees under (and as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement described in ) Section 2.04(i) of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) fees and expenses outstanding under Section 10.04(a) and Section 10.4(b) of the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid similar costs and expenses, will be due and payable on or before the Closing Date.. The Borrower ratifies, (ii) each affirms and acknowledges all of this Agreement its Obligations in respect of the Existing Letters of Credit and related Issuer Documents, and the Notes Lenders shall be deemed to have participating interests in the Existing Letters of Credit and any other Loan Document (related Issuer Documents as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party Closing Date in accordance with their Applicable Percentage as reflected in Schedule 2.01 attached hereto. All previously outstanding promissory notes under the Existing Credit Agreement or any other Prior Loan Document will be deemed cancelled upon the occurrence of the Closing Date and (iii) neither the execution and delivery issuance of such documents nor the consummation of any other transaction contemplated hereunder is intended Notes hereunder. Additionally, those Lenders party hereto which are also party to constitute a novation of the Existing Credit Agreement or of hereby waive any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding prior notice requirement under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 commitments thereunder and the outstanding principal amount making of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01prepayments thereunder.
Appears in 1 contract
Samples: Credit Agreement (Ross Stores, Inc.)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the BorrowerThe Credit Parties, the Administrative Agent Lenders and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby Agents agree that, on upon the Closing Dateexecution and delivery of this Agreement by each of the parties hereto, the terms and provisions of the Existing Credit Term Loan Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement, . This Agreement is not intended to and the terms and provisions shall not constitute a novation of the Existing Credit AgreementTerm Loan Agreement or the Obligations created thereunder. Without limiting the foregoing, except upon the effectiveness hereof: (a) all loans incurred under the Existing Term Loan Agreement that are outstanding on the Repricing Effective Date shall continue as otherwise expressly provided herein, Term Loans under (and shall be superseded governed by the terms of) this Agreement. Notwithstanding this amendment Agreement and restatement of the Existing Credit Agreementother Loan Documents, including anything (b) all references in this Section 10.18, and of any related the “Loan Documents” (as such term is defined in the Existing Credit Term Loan Agreement) to the “Term Loan Agreement” and the “Loan Documents” shall be deemed to refer to this Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), Documents and (ic) all Obligations (as defined in the Existing Credit Agreement) outstanding obligations constituting “Obligations” under the Existing Credit Term Loan Agreement and other Prior Loan Documents (with any Lender which are outstanding on the “Existing Obligations”) Repricing Effective Date shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of under this Agreement and the Notes and any other Loan Document Documents. SCHEDULE 2.01 COMMITMENTS AND LENDERS Lender Commitment Citibank, N.A. $ 500,000,000 Schedule 2.01 to Term Loan Agreement SCHEDULE 3.01 CORPORATE STATUS Group Party Jurisdiction(s) Offshore Group Investment Limited Cayman Islands Vantage Drilling Company Cayman Islands Vantage Holding Hungary Kft. Hungary Vantage Drilling Netherlands B.V. Netherlands Vantage International Management Co. Cayman Islands Vantage Driller I Co Cayman Islands Vantage Driller II Co Cayman Islands Vantage Driller III Co Cayman Islands Vantage Driller IV Co. Cayman Islands Emerald Driller Company Cayman Islands Sapphire Driller Company Xxxxxx Xxxxxxx X0000 Xxx Xx. Xxxxxx Xxxxxxx P2020 Rig Co. Cayman Islands Vantage Holdings Malaysia I Co. Cayman Islands Vantage Drilling (as defined hereinMalaysia) that is amended and restated in connection with this I Sdn. Bhd. Malaysia Vantage Drilling Labuan I Ltd. Malaysia Vantage Holdings Cyprus ODC Limited Cyprus Vantage Drilling Poland—Luxembourg Branch Luxembourg Branch of a Polish limited liability company Dragonquest Holdings Company Cayman Islands Tungsten Explorer Company Cayman Islands Vantage Deepwater Company Cayman Islands Vantage Deepwater Drilling, Inc. Delaware, Louisiana Vantage Delaware Holdings, LLC Delaware Schedule 3.01 to Term Loan Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations SCHEDULE 3.03 NO VIOLATION – NO CONDITIONS None. Schedule 3.03 to Term Loan Agreement SCHEDULE 3.04 LITIGATION None. Schedule 3.04 to Term Loan Agreement SCHEDULE 3.12(A) SUBSIDIARIES Name of Subsidiary Direct or Indirect Ownership Interests of the Parent (and Percentage of all Outstanding Interests Owned) Borrower, Guarantor or Unrestricted Subsidiary Offshore Group Investment Limited 1 / ordinary (100%) Borrower Vantage Delaware Holdings, LLC membership interests (100%) Borrower Vantage Holding Hungary Kft. N/A (100%) Guarantor Vantage Drilling Netherlands B.V. 180 (100%) Guarantor Vantage International Management Co. 1 / ordinary (100%) Guarantor Vantage Driller I Co 1 / ordinary (100%) Guarantor Vantage Driller II Co 1 / ordinary (100%) Guarantor Vantage Driller III Co 1 / ordinary (100%) Guarantor Vantage Driller IV Co. 1 / ordinary (100%) Guarantor Emerald Driller Company 1 / ordinary (100%) Guarantor Sapphire Driller Company 1 / ordinary (100%) Guarantor P2021 Rig Co. 1 / ordinary (100%) Guarantor P2020 Rig Co. 1 / ordinary (100%) Guarantor Vantage Holdings Malaysia I Co. 1 / ordinary (100%) Guarantor Vantage Drilling (Malaysia) I Sdn. Bhd. 657,540 / ordinary (100%) Guarantor Vantage Drilling Labuan I Ltd. 50,100 / ordinary (100%) Guarantor Vantage Holdings Cyprus ODC Limited 1,280 / ordinary, 1,000 / ordinary and each 100 / ordinary (100%) Guarantor Vantage Drilling Poland-Luxembourg Branch 32,246 / ordinary (100%) Guarantor Dragonquest Holdings Company 1 / ordinary (100%) Guarantor Schedule 3.12(A) to Term Loan Party under the Existing Credit Agreement Name of Subsidiary Direct or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation Indirect Ownership Interests of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender Parent (and with the Existing Lenders under the Existing Credit Percentage of all Outstanding Interests Owned) Borrower, Guarantor or Unrestricted Subsidiary Tungsten Explorer Company 1 / ordinary (100%) Guarantor Vantage Deepwater Company 1 / ordinary (100%) Guarantor Vantage Deepwater Drilling, Inc. 1 / ordinary (100%) Guarantor Vantage Driller V Co. 1 / ordinary (100%) Unrestricted Subsidiary Vantage Driller VI Co. 1 / ordinary (100%) Unrestricted Subsidiary Vantage Deepwater Holdings Company 1 / ordinary (100%) Unrestricted Subsidiary Vantage Energy Services, Inc. 100 / ordinary (100%) Unrestricted Subsidiary Vantage International Payroll Company 1 / ordinary (100%) Unrestricted Subsidiary Vantage International Management Co Pte Ltd 1 / ordinary (100%) Unrestricted Subsidiary Schedule 3.12(A) to Term Loan Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect SCHEDULE 3.12(B) CAPITALIZATION – LIENS ON EQUITY INTERESTS None. Schedule 3.12(B) to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit AgreementTerm Loan Agreement SCHEDULE 3.12(C) such that after giving effect CAPITALIZATION – AUTHORIZED OR OUTSTANDING INTERESTS None. Schedule 3.12(C) to such settlements each Lender’s Applicable Percentage shall be as set forth on Term Loan Agreement SCHEDULE 3.15 ENVIRONMENTAL LAWS None. Schedule 2.013.15 to Term Loan Agreement SCHEDULE 3.19 PERMITS None. Schedule 3.19 to Term Loan Agreement SCHEDULE 3.26 RESTRICTIONS ON PAYMENTS OF DIVIDENDS None. Schedule 3.26 to Term Loan Agreement SCHEDULE 6.06(h) ADDITIONAL PARTIAL VESSEL SALE PROVISIONS None. Schedule 6.06(h) to Term Loan Agreement SCHEDULE 6.18(d) POST-CLOSING ACTIONS None.
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires Effective as of the BorrowerClosing Date, the Administrative Agent Second Amended and Restated Credit Agreement shall be amended and restated in its entirety by this Agreement and the Lenders: Second Amended and Restated Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Borrower Obligations” under and as defined in the Second Amended and Restated Credit Agreement (whether or not such “Borrower Obligations” are contingent as of the Closing Date). The Borrower, terms and conditions of this Agreement and the rights and remedies of the Administrative Agent and the Lenders hereby agree that, on under this Agreement and the other Loan Documents shall apply to all of the Borrower Obligations incurred under the Second Amended and Restated Credit Agreement. All Loans and Letters of Credit outstanding under the Second Amended and Restated Credit Agreement immediately prior to the Closing Date shall continue under this Agreement. On and after the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations references to the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement and (ii) all references to any section (or subsection) of the Second Amended and Restated Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. The parties hereto acknowledge and agree that the Liens securing payment of the “Borrower Obligations” as defined in the Existing Second Amended and Restated Credit Agreement) outstanding under , shall from and after the Existing Credit Agreement Closing Date secure the payment and other Prior Loan Documents (performance of all Borrower Obligations for the “Existing Obligations”) benefit of the Administrative Agent and the Secured Parties, and all such Liens shall continue as Obligations hereunder in full force and effect after giving effect to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and are hereby confirmed and reaffirmed by each of the Notes Loan Parties. The parties hereto further acknowledge and agree that all “Security Documents” as defined in the Second Amended and Restated Credit Agreement shall remain in full force and effect after the Closing Date in favor of and for the benefit of the Administrative Agent and the Secured Parties (with each reference therein to the collateral agent, the credit agreement or a loan document being a reference to the Administrative Agent, this Agreement or the other Loan Documents, as applicable), and each Loan Party hereby confirms and ratifies its obligations thereunder. In furtherance of the foregoing, Administrative Agent is hereby appointed as collateral agent in connection with the foregoing, and shall be entitled to all of the benefits, rights, privileges and immunities hereunder and under the other Loan Documents with respect to the foregoing. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. This Agreement shall not constitute a novation of the Second Amended and Restated Credit Agreement or of any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Second Amended and Restated Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
Appears in 1 contract
Amendment and Restatement. In order to facilitate this amendment This Agreement amends and restatement restates in its entirety the Original Loan and otherwise to effectuate the desires Security Agreement effective as of the Borrowerdate hereof. Anything contained herein to the contrary notwithstanding, the Administrative Agent this Agreement is not intended to and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions shall not serve to effect a novation of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan DocumentsSecured Obligations” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Original Loan and Security Agreement) outstanding ). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Existing Credit Original Loan and Security Agreement which is secured by the Collateral pursuant to the terms of the applicable Loan Documents. Each Borrower acknowledges and other Prior confirms that the liens and security interests granted pursuant to the applicable Loan Documents secure the applicable indebtedness, liabilities and obligations of Borrower to the Lenders under the Original Loan and Security Agreement, as amended and restated by this Agreement, the Loan Documents shall continue in full force and effect in accordance with their terms unless otherwise amended by the parties thereto, and that the term “Secured Obligations” as used in the Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder or any other term used therein to describe or refer to the extent not repaid on or before the Closing Dateindebtedness, (ii) each liabilities and obligations of this Agreement Borrower to Agent and the Notes and any other Loan Document (as defined hereinLenders) that is amended and restated in connection with this Agreement is given as a substitution forincludes, and not as a payment ofwithout limitation, the indebtedness, liabilities and Existing Obligations obligations of the Borrower under this Agreement, and each Loan Party under the Existing Credit Agreement Original Loan and Security Agreement, as amended and restated hereby, as the same further may be amended, modified, supplemented and/or restated from time to time. The Loan Documents and all agreements, instruments and documents executed or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of delivered in connection with any of the other Prior foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Each reference to the “Loan and Security Agreement” in any Loan Document shall mean and be a reference to this Agreement (as further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Loan Documents or any obligations thereunder. On to particular section numbers in the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Original Loan and Security Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything cross-references to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 corresponding sections, as applicable, of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments . (all of which requirements are hereby waivedSIGNATURES TO FOLLOW), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
Appears in 1 contract
Samples: Loan and Security Agreement (Genocea Biosciences, Inc.)
Amendment and Restatement. In order to facilitate this amendment This Agreement amends and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of restates the Existing Credit Agreement shall be and in its entirety. Each Borrower hereby are amended and restated in their entirety by agrees that (a) the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in Indebtedness outstanding under the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations Documents (as defined in the Existing Credit Agreement; together with the Existing Credit Agreement, the “Existing Credit Documents”) outstanding and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. Each Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and other Prior Loan shall not be deemed or construed to be, a novation or release of the Existing Credit Documents. Each Lender which is a Lender under the Existing Credit Documents (hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the “loans thereunder, ratable reductions of the commitments of Lenders under the Existing Obligations”) shall continue as Obligations hereunder Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent not repaid that any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement, the loans of the Lenders shall be outstanding on or before a ratable basis in accordance with their respective Applicable Percentage. Each Lender hereby authorizes the Closing DateAdministrative Agent and the Borrowers to request Borrowings from Lenders, (ii) to make prepayment of the loans under the Existing Credit Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of this Agreement the Existing Credit Documents entered into prior to the Effective Date (but excluding the Existing Credit Agreement) and agree that such Existing Credit Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the Notes extent, amended, restated and any other Loan Document (as defined herein) that is amended and restated superseded in connection with this Agreement is given the transactions contemplated hereby). The Borrowers, jointly and severally, represent and warrant that, as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party Effective Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of any Guarantor) under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunderDocuments. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, 130 Amended and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Restated Schedule 2.01 Commitments LENDERS MAXIMUM REVOLVING CREDIT AMOUNT PRO RATA SHARE BOKF, NA DBA BANK OF OKLAHOMA $13,647,059.00 17.058823529% PNC BANK, NATIONAL ASSOCIATION $13,647,059.00 17.058823529% BMO XXXXXX FINANCING, INC. $12,235,294.00 15.294117647% BANK OF AMERICA, N.A. $12,235,294.00 15.294117647% COMERICA BANK $6,588,235.00 8.000000000% TORONTO-DOMINION BANK, NEW YORK BRANCH $6,588,235.00 8.000000000% CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH $6,588,235.00 8.000000000% ARVEST BANK $2,823,529.00 3.529411765% TRUIST BANK $2,823,529.00 3.529411765% IMERIABANK, A DIVISION OF FIRST HORIZON BANK $2,823,529.00 3.529411765% TOTALS $80,000,000.00 100.000000000% Amended and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments Restated Schedule 2.01 Amended and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions Restated Schedule 3.19 Swap Agreements Unit Corp Gas Xxxxxx Date Volume Type Floor Cap Swap Exchange 10/1/2021 - 12/31/2021 30,000 Mmbtu/day Swap $(as defined in the Existing Credit Agreement0.215) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments NGPL TexOk Basis 10/1/2021 - 10/31/2021 20,000 Mmbtu/day Swap $2.770 NYMEX Xxxxx Hub 10/1/2021 - 10/31/2021 30,000 Mmbtu/day Swap $2.850 NYMEX Xxxxx Hub 11/1/2021 - 12/31/2021 45,000 Mmbtu/day Swap $2.900 NYMEX Xxxxx Hub 1/1/2022 - 12/31/2022 35,000 Mmbtu/day Collar $2.500 $2.680 NYMEX Xxxxx Hub 1/1/2022 - 12/31/2022 5,000 Mmbtu/day Swap $2.605 NYMEX Xxxxx Hub 1/1/2023 - 12/31/2023 22,000 Mmbtu/day Swap $2.456 NYMEX Xxxxx Hub Unit Corp Oil Xxxxxx Date Volume Type Floor Cap Swap Exchange 10/1/2021 - 12/31/2021 3,000 Bbls/day Swap $44.65 NYMEX WTI 10/1/2021 - 10/31/2021 5,467 Swap $58.60 NYMEX WTI 11/1/2021 - 11/30/2021 3,326 Swap $58.30 NYMEX WTI 12/1/2021 - 12/31/2021 1,487 Swap $58.30 NYMEX WTI 1/1/2022 - 12/31/2022 5,000 Mmbtu/day Swap $42.25 NYMEX WTI 1/1/2023 - 12/31/2023 22,000 Mmbtu/day Swap $43.60 NYMEX WTI Natural Gas (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender McF) Crude Oil (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreementbbl) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.Date Current Volumes Hedged % Hedged Current Volumes Hedged % Hedged Total 12 Months 15,215,000 66% 914,180 88% Total 24 Months 9,686,000 50% 566,500 67% Total 36 Months 2,024,000 12% 119,600 17%
Appears in 1 contract
Samples: Credit Agreement (Unit Corp)
Amendment and Restatement. In order Upon satisfaction with each of -------------------------- the conditions set forth in Section 4.1 (except any condition the performance of which has been waived as a condition to facilitate the initial Loan or initial issuance of a Letter of Credit pursuant to this amendment and restatement and otherwise to effectuate the desires of the BorrowerAgreement), the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit this Agreement shall be deemed to amend and hereby are amended and restated restate in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit AgreementAgreements, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment at which time (the "Effective Time") each Lender and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), each Restricted Person hereby agrees that (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) Percentage Share of each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments Lender shall be as set forth in Schedule 2.01 the definition to this Agreement, (ii) the loans outstanding under the Existing Agreements and all accrued and unpaid interest thereon (but not any letters of credit issued and outstanding under the Existing Agreements and reimbursement obligations with respect thereto, which are to be deemed to be outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments under and governed by the requisite assignments Marketing Credit Agreement as provided therein), and all accrued and unpaid fees and expenses under the Existing Agreement (the "Outstanding Obligations") shall be deemed to be made in such amounts outstanding under and governed by this Agreement, and between the Lenders and from each Lender to each other (iii) any party named as a "Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) " under the Existing Credit Agreement that is not a signatory hereto as a Lender under this Agreement (an "Exiting Lender") shall cease to be a Lender and shall be released from its obligations under the Existing Agreement and this Agreement. Notwithstanding anything to At the contrary Effective Time, the Borrower shall make such adjustments in Section 10.06 the Loans, including the borrowing of additional Loans and the repayment of Loans under the Existing Agreements plus all applicable accrued interest, fees and expenses (including any costs under Article III of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, Agreements) as shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed necessary to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement repay in full with all Exiting Lenders and to provide for Loans by each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (amount of its new Percentage Share of all Loans as such term is defined in of the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01Effective Time.
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Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate On the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their its entirety by the terms, conditions and provisions of this Agreement, and the terms Existing Credit Agreement shall thereafter be of no further force and provisions effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement, except Agreement (whether or not such obligations are contingent as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement, including anything in this Section 10.18, ). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of any related “Loan DocumentsDefault” (under and as such term is defined in the Existing Credit Agreement and referred prior to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in Restatement Effective Date. It is the Existing Credit Agreement) outstanding under intention of each of the parties hereto that the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is be amended and restated in connection with this Agreement is given hereunder so as a substitution for, to preserve the perfection and not as a payment of, priority of all Liens securing the indebtedness, liabilities Secured Obligations under the Loan Documents and Existing that all Secured Obligations of the Borrower and each Loan Party the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced under the Existing Credit Security Documents, and that this Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to does not constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 Indebtedness and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) obligations existing under the Existing Credit Agreement. Notwithstanding anything The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the contrary in Section 10.06 of obligations incurred under the Existing Credit Agreement Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or Section 10.06 waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of this the Loan Documents shall continue in full force and effect and, from and after the Restatement Effective Date, all references to the “Credit Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments ” contained therein shall be deemed to be made with all applicable representations, warranties refer to this Agreement. 162 ANNEX B See attached. Schedule 1.01(b) Commitments1 Lender Multicurrency Commitment Amount Dollar Commitment Amount Total Extending Lenders ING Capital LLC $ 92,700,00067,700,000 $ 0 $ 92,700,00067,700,000 State Street Bank and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Trust Company $ 50,000,000 $ 0 $ 50,000,000 Sumitomo Mitsui Banking Corporation $ 50,000,000 $ 0 $ 50,000,000 Customers Bank $ 0 $ 32,300,00030,000,000 $ 32,300,00030,000,000 Stifel Bank & Trustof America $ 022,500,000 $ 25,000,0000 $ 25,000,00022,500,000 City National Bank $ 20,000,000 $ 0 $ 20,000,000 Sub-Total Extending Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing $ 210,200,000 $ 30,000,000 $ 240,200,000 Non-Extending Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after Stifel Bank & Trust $ 0 $ 25,000,000 $ 25,000,000 Sub-Total Non-Extending Lenders $ 0 $ 25,000,000 $ 25,000,000 Total $ 162,700,000210,200,000 $ 57,300,00055,000,000 $ 220,000,000265,200,000 1 Immediately After giving effect to such settlements each Lender’s Applicable Percentage shall be that certain A&RAmendment No. 1 to Amended & Restated Senior Secured Credit Agreement, dated as set forth on of May 6, 2019April 9, 2020, and effective as of April 14, 2020. Schedule 2.01.3.11(a)
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.)
Amendment and Restatement. In order This Agreement is intended to facilitate this amendment amend and restatement and otherwise to effectuate restate the desires provisions of the BorrowerExisting Credit Agreement, the Administrative Agent and the Lenders: The Borrowerexcept as expressly modified herein, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, all of the terms and provisions of the Existing Credit Agreement shall continue to apply for the period prior to the Effective Date, including any determinations of payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount that may be and hereby are amended and restated in payable to Administrative Agent, the Lenders or the Issuing Banks (or their entirety by assignees or replacements hereunder). The Borrower, the termsAdministrative Agent, conditions and provisions of this Agreement, the Lenders and the terms Issuing Banks acknowledge and provisions of agree that all principal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Existing Credit Agreement, except Agreement which remain unpaid and outstanding as otherwise expressly provided herein, of the Effective Date shall be and remain outstanding and payable as an obligation under this Agreement and the other Loan Documents. The Existing Credit Agreement is superseded by this Agreement. Notwithstanding this amendment , which hereby renews, amends, restates and restatement of the Existing Credit Agreementmodifies, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually but does not novate or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment ofextinguish, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to The execution, delivery and effectiveness of this Agreement and the contrary in Section 10.06 other Loan Documents shall not operate as a waiver, release or modification of any right, power or remedy of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders “Lenders” under the Existing Credit Agreement arising prior to the date hereof, except to extent that any such covenant, agreement is modified hereby. Each of the Lenders whose Commitments thereunder are being terminated)name appears on the Schedule I attached hereto (a) acknowledges that each lender who was a party to the Existing Credit Agreement but is not listed on Schedule I hereto (each a “Departing Lender”) is executing a termination agreement among itself, either directly or through the Borrower and the Administrative Agent, as pursuant to which, upon execution of this Agreement each such lender shall (i) be paid the Administrative Agent may direct or approve, with respect to all assignments, reallocations full amount of principal and other changes in the Commitments (as such term is defined in interest outstanding on its loans under the Existing Credit Agreement, (ii) such relinquish any and all of its rights as a lender under the Existing Credit Agreement except for its rights that would expressly survive termination in accordance with the terms thereof and (iii) have no further obligations under this Credit Agreement and (b) agrees to purchase Loans and Commitments hereunder (including participations in Letters of Credit and Swingline Loans) from the Departing Lenders and from one another on the Effective Date so that after giving effect to thereto, the Loans and Commitments of each Class of each Lender hereunder will be held ratably in accordance with the Loans and Commitments of such settlements each Lender’s Applicable Percentage shall be Class of such Lender as set forth on Schedule 2.01I hereto and the Administrative Agent is authorized and directed to take such actions and to make such notations in the Register as shall be necessary to effectuate and reflect the foregoing.
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Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby parties hereto agree that, on the Closing Date, the terms and provisions of following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be and hereby are deemed to be amended and restated in their its entirety by pursuant to this Credit Agreement; (b) all Obligations under the termsExisting Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to Obligations outstanding hereunder; (c) the Guaranty Obligations of the Guarantors in favor the Administrative Agent, conditions and provisions each Lender, each Affiliate of this Agreementa Lender that enters into a Hedge Agreement or a Treasury Management Agreement with either Borrower or any Subsidiary, and each other holder of the terms and provisions of Obligations pursuant to the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment remain in full force and restatement of effect with respect to the Existing Credit Agreement, including anything in this Section 10.18, Obligations and of any related “Loan Documents” are hereby reaffirmed; (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (id) all Obligations (as defined in the Existing Letters of Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each Date shall be deemed to be Letters of Credit outstanding on the Closing Date under this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document Agreement; and (iiie) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of all references in the other Prior Loan Credit Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under to the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect deemed to such Loans, and the Borrower shall furnish refer without further amendment to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loansthis Credit Agreement. The Existing Lenders parties hereto further acknowledge and agree that this Credit Agreement constitutes an amendment to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding made under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under terms of Section 11.6 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 Each of the Existing parties hereto has caused a counterpart of this Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representationsduly executed and delivered as of the date first above written. BORROWERS: SPEEDWAY MOTORSPORTS, warranties INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice Chairman and covenants as if evidenced by an Assignment and AssumptionChief Financial Officer SPEEDWAY FUNDING, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President SPEEDWAY MOTORSPORTS, INC. On the Closing DateAMENDED AND RESTATED CREDIT AGREEMENT GUARANTORS: ATLANTA MOTOR SPEEDWAY, the Lenders shall make all necessary cash settlement LLC, a Georgia limited liability company BRISTOL MOTOR SPEEDWAY, LLC, a Tennessee limited liability company CHARLOTTE MOTOR SPEEDWAY, LLC, a North Carolina limited liability company INEX CORP., a North Carolina corporation KENTUCKY RACEWAY, LLC a Kentucky limited liability company LAS VEGAS MOTOR SPEEDWAY, LLC, a Delaware limited liability company NEVADA SPEEDWAY, LLC, a Delaware limited liability company NEW HAMPSHIRE MOTOR SPEEDWAY, INC., a New Hampshire corporation SMI SYSTEMS, LLC a Nevada limited liability company SMI TRACKSIDE, LLC, a North Carolina limited liability company SMISC HOLDINGS, INC., a North Carolina corporation SPEEDWAY MEDIA, LLC, a North Carolina limited liability company SPEEDWAY PROPERTIES COMPANY, LLC, a Delaware limited liability company SPEEDWAY SONOMA, LLC, a Delaware limited liability company TEXAS MOTOR SPEEDWAY, INC., a Texas corporation U.S. LEGEND CARS INTERNATIONAL, INC., a North Carolina corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory TSI MANAGEMENT COMPANY, LLC, a North Carolina limited liability company By: SMISC Holdings, Inc., Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, its capacity as the Administrative Agent may direct or approveBy: /s/ Xxxxxxxx X. Manduk Name: Xxxxxxxx X. Manduk Title: Assistant Vice President LENDERS: BANK OF AMERICA, with respect to all assignmentsN.A., reallocations in its capacity as a Lender, Swingline Lender and other changes in the Commitments Issuing Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President JPMORGAN CHASE BANK, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President SUNTRUST BANK By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Managing Director U.S. BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President REGIONS BANK By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Senior Vice President TD BANK, N.A. By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Managing Director SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT RBC BANK (as such term is defined in the Existing Credit AgreementUSA) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Relationship Manager COMERICA BANK By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Vice President BANK OF THE WEST By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President FIRST TENNESSEE BANK By: /s/ Xxx Xxxxxx Xxxxx Name: Xxx Xxxxxx Xxxxx Title: Vice President ROYAL BANK OF CANADA By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Authorized Signatory SPEEDWAY MOTORSPORTS, INC.
Appears in 1 contract
Samples: Credit Agreement (New Hampshire Motor Speedway, Inc.)
Amendment and Restatement. In order to facilitate this amendment The Company, the Foreign Subsidiary Borrowers, the Lenders and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on upon (i) the Closing Dateexecution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 5.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement, . This Agreement is not intended to and the terms and provisions shall not constitute a novation of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this AgreementAgreement or the Indebtedness created thereunder. Notwithstanding this amendment and restatement The commitments to extend credit of each Lender that is a party to the Existing Credit AgreementAgreement shall, including anything on the Closing Date, automatically be deemed amended and the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in this Section 10.18, and of any related the “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Obligations” under the Existing Credit Agreement and other Prior Loan Documents (with any Lender or any Affiliate of any Lender which are outstanding on the “Existing Obligations”) Closing Date shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of under this Agreement and the Notes and any other Loan Document Documents, (as defined hereind) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding promissory note issued under the Existing Credit Agreement shall be terminated, deemed for all purposes superseded and replaced by the Borrower shall pay all accrued interest with respect promissory notes (if any) issued to such LoansLender under this Agreement, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive (e) any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding obligations under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions “Fee Letters” (as defined in the Existing Credit Agreement) shall be of no further force and effect and such Fee Letters are hereby terminated, and (f) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement. Notwithstanding anything Agreement as are necessary in order that each such Lender’s Revolving Loan Obligations are equal to its Pro Rata Share of the contrary aggregate Revolving Loan Obligations on the Closing Date and the Borrowers hereby agree to compensate each Lender for reasonable and documented costs and out-of-pocket expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Rate Loans on the terms and in the manner set forth in Section 10.06 4.4 hereof. Each Lender hereby confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Administrative Agent shall approve in its sole discretion, in connection with the amendment and restatement of the Existing Credit Agreement so long as such amendments, restatements or Section 10.06 of this Agreement, no other documents or instruments, including modifications do not contain any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed material modifications adverse to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each (and, for the avoidance of doubt, such modifications may include the addition or removal of Loan Parties and other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder changes that are being terminated), either directly or through otherwise permitted by the Administrative Agent, as the Administrative Agent may direct ’s authority under or approve, with respect to all assignments, reallocations and other such existing Loan Documents or are consistent with changes in provisions included in this Agreement as compared to the Commitments (as such term is defined in provisions of the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.). The remainder of this page is intentionally blank.
Appears in 1 contract
Samples: Credit Agreement (Woodward, Inc.)
Amendment and Restatement. In order to facilitate this amendment This Agreement amends and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of restates the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions as of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this AgreementEffective Date. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all All Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall constitute Obligations under this Agreement and, without limiting the foregoing, the Revolving Loans, Swingline Loans, Letters of Credit and other Prior Term Loans (each under and as defined in the Existing Agreement) shall be Revolving Loans, Swingline Loans, Letters of Credit and Term Loans, respectively, under this Agreement, and each Lender shall have the Commitments with respect thereto as stated in this Agreement. The Lenders acknowledge and agree that such transfer of rights and interests under the Loan Documents shall take place among the Lenders as of the Effective Date to give effect to the Commitments set forth herein such that each Lender holds each Loan and has a participation in the LC Exposure and Swingline Exposure in accordance with its Commitments hereunder. The Lenders and any Existing Lender which will not continue as a Lender hereunder (the an “Existing ObligationsExiting Lender”) shall continue will make such payments among themselves as Obligations hereunder directed by the Administrative Agent to give effect to the extent not repaid on or before the Closing Date, (ii) each of this Agreement Commitments hereunder and the Notes and Borrowers shall be liable for any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party breakage costs under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended Section 2.16. Nothing herein shall be interpreted to constitute a novation or satisfaction of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments the Obligations hereunder shall be deemed a continuation thereof and shall be entitled to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and same collateral with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, same priority as the Administrative Agent may direct or approve, with respect to all assignments, reallocations Obligations under and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
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Samples: Credit Agreement (Tesco Corp)
Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate On the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their its entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement shall thereafter be of no further force and referred effect, except to herein, individually or collectively, as the “Prior Loan Documents”), evidence (i) all Obligations (as defined in the Existing Credit Agreement) outstanding incurrence by the Initial Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date or released pursuant to and other Prior Loan Documents (in accordance with the “Existing Obligations”) shall continue as Obligations hereunder to terms of the extent not repaid on or before the Closing DateBorrower Assignment Agreement), (ii) each of this Agreement the representations and warranties made by the Initial Borrower and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under guarantors from time to time party to the Existing Credit Agreement or any other Prior Loan Document prior to the Restatement Effective Date and (iii) neither any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the execution and delivery Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). It is the intention of such documents nor each of the consummation of any other transaction contemplated hereunder is intended to constitute a novation of parties hereto that the Existing Credit Agreement or be amended and restated hereunder so as to preserve the perfection and priority of any all Liens securing the Secured Obligations under the Loan Documents and that all Secured Obligations of the other Prior Loan Documents Initial Borrower as assigned to the Borrower pursuant to the Borrower Assignment Agreement and the Guarantors hereunder shall continue to be secured by Xxxxx granted under and evidenced by the Security Agreement or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loansother Loan Document, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit that this Agreement solely in connection with the does not constitute a novation or termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 Indebtedness and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) Obligations existing under the Existing Credit Agreement. Notwithstanding anything The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the contrary in Section 10.06 of obligations incurred under the Existing Credit Agreement Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or Section 10.06 waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of this the Loan Documents shall continue in full force and effect and, from and after the Restatement Effective Date, all references to the “Credit Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments ” contained therein shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumptionrefer to this Agreement. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01. 115
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Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby parties hereto agree that, on the Closing Effective Date, the terms and provisions of following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be and hereby are deemed to be amended and restated in their its entirety by the terms, conditions and provisions of pursuant to this Agreement, and the terms and provisions of ; (b) all obligations under or in connection with the Existing Credit Agreement, except as otherwise expressly provided herein, Agreement outstanding on the Effective Date shall in all respects be continuing and shall be superseded by this Agreement. Notwithstanding this amendment deemed to be Obligations outstanding hereunder (and, on the Effective Date, the U.S. Borrower hereby absolutely and restatement expressly assumes all of the Existing Credit Agreementduties, including anything obligations and liabilities of SPX Corporation, in this Section 10.18its capacity as a borrower under, and of any related “Loan Documents” (as such term is defined in connection with, the Existing Credit Agreement and referred the other loan documents executed in connection with the Existing Credit Agreement); (c) to hereinthe extent evidenced by the Guarantee and Collateral Agreement, individually or collectivelythe guarantees made to the holders of the obligations pursuant to the loan documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; and (d) to the extent evidenced by the Guarantee and Collateral Agreement, the security interests and liens granted in favor of Bank of America, as administrative agent for the “Prior Loan Documents”)benefit of the holders of the obligations, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. On the Effective Date, (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under revolving credit extensions and revolving commitments made by the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding lenders under the Existing Credit Agreement shall be terminatedre-allocated and restated among the Lenders so that, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 as of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Effective Date, the respective Revolving Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.011.1A as in effect on the Effective Date (and, as of the Effective Date, each Lender’s portion of any outstanding Revolving Loans shall be equal to its Applicable Revolving Percentage of the outstanding amount of such Revolving Loans), (ii) each Existing Letter of Credit issued by an Issuing Lender under the Existing Credit Agreement shall be deemed for all purposes of this Agreement to constitute a Letter of Credit issued by such Issuing Lender pursuant hereto for the applicable Person, (iii) each Existing FCI issued by an FCI Issuing Lender under the Existing Credit Agreement shall be deemed for all purposes of this Agreement to constitute an FCI issued by such FCI Issuing Lender pursuant hereto for the applicable Borrower (and such Borrower, whether or not it is the Borrower for which such Existing FCI was originally issued under the Existing Credit Agreement, shall be obligated and liable in respect of such Existing FCI under the terms and conditions of this Agreement as if such Existing FCI had been originally issued at its request under this Agreement) and the FCI Issuing Commitment of such FCI Issuing Lender under this Agreement shall be deemed utilized in an amount equal to the Dollar Equivalent of all Existing FCIs issued by it and determined as of the Effective Date, subject to any subsequent determinations of such Dollar Equivalent pursuant to Section 2.6(l), and (iv) any Lender may exchange, continue or rollover all or the portion of its credit extensions under the Existing Credit Agreement in connection with the entering into of this Agreement pursuant to a cashless settlement mechanism approved by SPX Corporation, the U.S. Borrower, the Administrative Agent, the Foreign Trade Facility Agent and such Lender. This Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 9.2 of the Existing Credit Agreement.
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