Amendment and Restatement. (a) The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents. (b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein: (i) all references in the “Loan Documents” (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; (ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule; (iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder; (iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and (v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 2 contracts
Samples: Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Gas Co)
Amendment and Restatement. (a) The parties to this This Agreement agree that, on the Restatement Effective Date, the terms is an amendment and provisions restatement of the Existing Original Credit Agreement shall be and hereby are amended, superseded and restated in their entirety is not a novation of the Original Credit Agreement. This Agreement reflects amendments to the Original Credit Agreement that have been agreed upon by the terms parties thereto and provisions has been restated solely for the purposes of this incorporating such amendments in a consolidated format.
(b) All references to the “Credit Agreement. Neither ” or similar references to the execution, delivery and acceptance of this Original Credit Agreement nor in any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document Documents shall mean and be a reference to this Agreement, as it may be further amended, supplemented, restated or replaced from time to time, without any requirement to amend such Loan Documents.
(c) All Obligations (as defined in the Existing Original Credit Agreement) under the Original Credit Agreement shall be continuing with only the terms thereof being modified as provided in this Agreement, and this Agreement shall not evidence or to payresult in a novation or an accord and satisfaction of such Obligations. Specifically, extinguishall “Loans” outstanding under the Original Credit Agreement as at the Effective Date, release, satisfy or discharge together with all Accrued 1106 Obligations and all Accrued VRT Obligations (i) all or any each of which shall be capitalized as of the Effective Date and form part of the indebtedness or other obligations evidenced by aggregate principal amount outstanding hereunder) (collectively, the “Pre-Existing Credit Agreement, (iiBorrowings”) will be deemed to be Loans outstanding under this Agreement as of the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) , shall be re-evidenced comprise the Outstanding Amount as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall will be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions ofof this Agreement. Interest and fee pricing with respect to Pre-Existing Borrowings for any period prior to the Effective Date shall be as set out in the Original Credit Agreement. Interest and fee pricing with respect to Pre-Existing Borrowings from and after the Effective Date shall be as set out in this Agreement. Each Loan Party hereby acknowledges, Assignment and Assumptions, without the payment of any related assignment feeratifies, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 confirms that as of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actionsEffective Date, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account aggregate principal balance of the Lenders party Pre-Existing Borrowings, and the allocation thereof between the Lenders, is as set forth on Schedule 1.7(c) hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 2 contracts
Samples: Credit Agreement (Acreage Holdings, Inc.), Credit Agreement (Canopy Growth Corp)
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Date, the terms Existing Credit Agreement shall be amended and provisions of restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and hereby are amendedeffect, superseded and restated in their entirety except to evidence (i) the incurrence by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any Borrower of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement (whether or not such obligations are contingent as 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). Except solely to the extent set forth in Section 9.18, the amendments and restatements set forth herein shall not cure any breach thereof or any other Loan Document (“Default” or “Event of Default” under and as defined in the Existing Credit Agreement) or Agreement prior to pay, extinguish, release, satisfy or discharge (i) all or any part the Restatement Effective Date. It is the intention of each of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under parties hereto that the Existing Credit Agreement or be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the Secured Obligations under the Loan Documents (as defined and that all Secured Obligations of the Borrower and the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced under the Security Documents, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement) executed . The terms and delivered in connection therewith or (iii) conditions of this Agreement and the liability of any Person with respect to Administrative Agent’s and the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, Lenders’ rights and Obligations incurred, remedies under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness Documents shall apply to all of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in obligations incurred under the Existing Credit Agreement) . This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of the “Administrative Agent”Loan Documents shall continue in full force and effect and, from and after the Restatement Effective Date, all references to the “Credit Agreement” and the “Loan Documents” contained therein shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp), Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp)
Amendment and Restatement. (a) The parties to this Agreement hereto agree that, on the Restatement Effective 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 amended, superseded deemed to be amended and restated in their its entirety by the terms and provisions of pursuant to this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other ; (b) all obligations under the Existing Credit Agreement or any and the other Loan Document loan documents entered into in connection therewith and outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; and (as defined in c) the Existing Credit Agreementguarantees (if any) or made to paythe lenders, extinguishthe letter of credit issuer, release, satisfy or discharge (i) all or any part the administrative agent and each other holder of the indebtedness or other obligations evidenced by under the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. On the Closing Date, (iii) the liability of Borrower shall prepay any Person loans outstanding under the Existing Credit Agreement or to the Loan Documents extent necessary to keep the outstanding Loans ratable with the Revolving Commitments as of the Closing Date, and (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iiiii) the liability of any Person with respect to revolving credit extensions and revolving commitments made by the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, lenders under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced allocated and restated among the Lenders so that, as Loans and Obligationsof the Closing Date, respectively, under (and the respective Revolving Commitments of the Lenders shall be governed by the terms of) this Agreement as set forth on Schedule 2.01 (it being understood and the other agreed that any outstanding loan that is a Term SOFR Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” a Term SOFR Loan (as defined in the Existing Credit Agreement) outstanding under until the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect end of the current interest period(s) applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder)thereto, and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement applicable to such loans are incorporated herein by reference, mutatis mutandis, and (zthe parties hereto hereby agree that such provisions shall continue to apply to such loans until the end of the current interest period(s) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest applicable thereto). The parties hereto further acknowledge and fees outstanding under agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and accrued to in accordance with the date hereof to the Administrative Agent for the account terms of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 11.01 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 2 contracts
Samples: Credit Agreement (BGC Group, Inc.), Credit Agreement (Newmark Group, Inc.)
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither , and the executionExisting Credit Agreement shall thereafter be of no further force and effect, delivery and acceptance of this Agreement nor any except to evidence (i) the incurrence by the Borrower of the terms“Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Effective Date), covenants(ii) the representations and warranties made by the Borrower prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Effective Date (including any failure, conditions or other provisions prior to the Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein are intended, nor shall they be deemed not cure any breach thereof or construed, any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to effect the Effective Date. This Agreement is not in any way intended to constitute a novation of any liens or indebtedness or other the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities.
(b) The terms and conditions of this Agreement and the ABL Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Document (Documents shall apply to all of the “Obligations” incurred under and as defined in the Existing Credit Agreement.
(c) or to payOn and after the Effective Date, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect references to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” Documents (as defined in the Existing Credit other than this Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative AgentExisting Credit Agreement, as amended and restated hereby, (ii) all references to any Article, Section or sub-clause of the Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) except as the “Loans” context otherwise provides, on or after the Effective Date, all references to this Agreement herein (as defined in the Existing Credit Agreementincluding for purposes of indemnification and reimbursement of fees) outstanding under shall be deemed to be reference to the Existing Credit Agreement, if any, shall continue as Loans hereunder;amended and restated hereby.
(ivd) the Administrative Agent shall make such reallocationsThis amendment and restatement is limited as written and is not a consent to any other amendment, salesrestatement or waiver, assignments whether or not similar and, except as expressly provided herein or in any other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder)Loan Document, and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the all terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) Loan Documents remain in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effecteffect unless otherwise specifically amended hereby or any other Loan Document.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Orchard Supply Hardware Stores Corp), Senior Secured Credit Agreement (Orchard Supply Hardware Stores Corp)
Amendment and Restatement. (ai) The parties to this Agreement agree that, on On the Restatement Effective Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by this Agreement and the Existing Credit Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Borrowers of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date), (ii) the representations and warranties made by the Credit Parties prior to the Closing Date and (iii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in such Existing Credit Agreement).
(ii) The terms and provisions of this Agreement. Neither the execution, delivery and acceptance conditions of this Agreement nor any and the rights and remedies of the terms, covenants, conditions or other provisions set forth herein are intended, nor Agent and the Lenders under this Agreement and the Other Documents shall they be deemed or construed, apply to effect a novation all of any liens or indebtedness or other obligations the Obligations incurred under the Existing Credit Agreement.
(iii) The Credit Parties hereby reaffirm the Liens granted pursuant to the Existing Credit Agreement or any other Loan Document and the Other Documents (as defined in the Existing Credit Agreement) or and existing immediately prior to pay, extinguish, release, satisfy or discharge (i) all or any part the Closing Date to the Agent for the benefit of the indebtedness or other obligations evidenced by Secured Parties, which Liens shall continue in full force and effect during the Existing Credit Agreementterm of this Agreement and any renewals thereof and shall continue to secure the Obligations. After giving effect to this Agreement and the transactions contemplated hereby, (ii) neither the liability modification of any Person under the Existing Credit Agreement effected pursuant to this amendment and restatement nor the execution, delivery, performance or effectiveness of this Agreement (i) impairs the Loan Documents (as defined under validity, effectiveness or priority of the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect Liens granted pursuant to the Existing Credit this Agreement or any indebtedness Other Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. The Parent Guarantor hereby reaffirms its obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement Guaranty, which are outstanding on the Restatement Effective Date (shall remain in full force and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documentseffect.
(biv) Without limiting On and after the foregoingClosing Date, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references to this Agreement in the “Loan Documents” Other Documents (as defined in the Existing Credit other than this 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;
(ii) the “Commitments” and the “Letter of Credit Commitments” all references to any section (as defined in the Existing Credit Agreementor subsection) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement in any Other Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement.
(v) This amendment and (z) in connection with such reallocationrestatement is limited as written and is not a consent to any other amendment, sales, assignments restatement or waiver or other relevant actionsmodification, whether or not similar and, except as expressly provided herein or in any Other Document, all terms and conditions of the Borrower Other Documents remain in full force and effect unless otherwise specifically amended hereby or by any Other Document.
(vi) For the avoidance of doubt, unless otherwise specified in this Agreement, all “baskets” set forth in this Agreement shall pay all interest and fees be calculated from the Closing Date.
(vii) The Advances outstanding under the Existing Credit Agreement on the Closing Date shall be deemed borrowed hereunder, and accrued to the date hereof to the Administrative Agent for the account Lenders shall fund such portion of the Lenders party hereto, together with any losses, costs and expenses incurred Advances or receive prepayment of such Advances as directed by Lenders under Section 2.16 the Agent such that after giving effect thereto each Lender has made its Commitment Percentage of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) Advances outstanding on the Restatement Effective Date are hereby waived and of no force and effectClosing Date.
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Emerge Energy Services LP), Revolving Credit and Security Agreement (Emerge Energy Services LP)
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Date, the terms Existing Credit Agreement shall be amended and provisions of restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and hereby effect, except that the Borrower, the Guarantors, the Administrative Agent, the L/C Issuers and the Lenders agree that (i) the incurrence by the Borrower of “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Restatement Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents and (ii) except as expressly stated herein or otherwise amended, superseded the other Loan Documents are ratified and restated confirmed as remaining unmodified and in their entirety by the terms full force and provisions of this Agreementeffect with respect to all Obligations. Neither the execution, delivery and acceptance of this This Agreement nor is not in any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, way intended to effect constitute a novation of any liens or indebtedness or other the obligations and liabilities existing under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) evidence payment of all or any part portion of such obligations and liabilities.
(b) The terms and conditions of this Agreement and the indebtedness or other obligations evidenced by Administrative Agent’s and the Existing Credit Agreement, (ii) the liability of any Person Lenders’ rights and remedies under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsDocuments shall apply to all of the Indebtedness incurred under the Existing Credit Agreement.
(bc) Without limiting the foregoing, upon the effectiveness of the amendment On and restatement contemplated hereby on after the Restatement Effective Date and except as otherwise expressly provided herein:
Date, (i) all references in the “Loan Documents” (as defined in to the Existing Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this 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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if anyas amended and restated hereby (as it may be further amended, shall continue as Loans hereunder;
modified or restated) and (ivii) the Administrative Agent shall make such reallocations, sales, assignments all references to any section (or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreementsubsection) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and or in any Loan Document (zbut not herein) in connection with such reallocationshall be amended to become, salesmutatis mutandis, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued references to the date hereof to the Administrative Agent for the account corresponding provisions of this Agreement.
(d) Except as expressly provided herein or in any other Loan Document, all terms and conditions of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described Loan Documents remain in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effecteffect unless specifically amended hereby or by any other Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Date, the terms Existing Credit Agreement shall be amended and provisions of restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and hereby are amendedeffect, superseded and restated in their entirety except to evidence (i) the incurrence by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any Borrower of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement (whether or not such obligations are contingent as 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) . The amendments and restatements set forth herein shall not cure any breach thereof or any other Loan Document (“Default” or “Event of Default” under and as defined in the Existing Credit Agreement) or Agreement prior to pay, extinguish, release, satisfy or discharge (i) all or the Restatement Effective Date. This Agreement is not in any part way intended to constitute a novation of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person and liabilities existing under the Existing Credit Agreement or the Loan Documents evidence payment of all or any portions of such obligations and liabilities (except as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person set forth herein with respect to Exiting Lenders).
(b) The terms and conditions of this Agreement and the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, Administrative Agent’s and Obligations incurred, the Lender’s rights and remedies under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsDocuments shall apply to all of the obligations incurred under the Existing Credit Agreement.
(bc) Without limiting the foregoing, upon the effectiveness of the amendment On and restatement contemplated hereby on after the Restatement Effective Date and except as otherwise expressly provided herein:
Date, (i) all references in the “Loan Documents” (as defined in to the Existing Credit Agreement in the Loan Documents (other than this Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative AgentExisting Credit Agreement, as amended and restated hereby, (ii) all references to any Article, Section or sub-clause of the Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) except as the “Loans” context otherwise provides, on or after the Restatement Effective Date, all references to this Agreement herein (as defined in the Existing Credit Agreementincluding for purposes of indemnification and reimbursement of fees) outstanding under shall be deemed to be references to the Existing Credit Agreement, if any, shall continue as Loans hereunder;amended and restated hereby.
(ivd) the Administrative Agent shall make such reallocationsThis amendment and restatement is limited as written and is not a consent to any other amendment, salesrestatement or waiver, assignments whether or not similar and, except as expressly provided herein or in any other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder)Loan Document, and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the all terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) Loan Documents remain in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effecteffect unless otherwise specifically amended hereby or by any other Loan Document.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Sierra Income Corp), Senior Secured Revolving Credit Agreement (Sierra Income Corp)
Amendment and Restatement. (a) The parties to This Agreement amends and restates in its entirety the First Amended and Restated Agreement. Upon the effectiveness of this Agreement agree that, on the Restatement Effective DateAgreement, the terms and provisions of the Existing Credit First Amended and Restated Agreement shall shall, subject to this Section 14.15, be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documentshereby.
(b) Without limiting Notwithstanding the foregoingamendment and restatement of the First Amended and Restated Agreement by this Agreement:
(i) each Purchaser Interest existing on the date hereof under the First Amended and Restated Agreement shall continue in effect as a Purchaser Interest hereunder, upon the effectiveness without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement contemplated hereby on of the Restatement Effective Date First Amended and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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 Restated Agreement and the Loan Documents;hereby; and
(ii) Seller shall continue to be liable to the “Commitments” Purchasers and the Agent with respect to (A) all “Letter of Credit CommitmentsObligations” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to under the Administrative Agent for Earlier Purchase Agreement and (B) all agreements on the account part of the Lenders party hereto, together with any losses, costs Seller under the First Amended and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party Restated Agreement to the Existing Credit Agreement hereby consents to indemnify any of the actions described in Purchasers or the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof.
(c) This Agreement is given in substitution for the First Amended and Restated Agreement and not as payment of any of the actions described obligations of Seller thereunder, and is in no way intended to constitute a novation of the foregoing clause First Amended and Restated Agreement. Nothing contained herein is intended to amend, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (ivin respect of its obligations under any Performance Undertaking) on existing prior to the Restatement Effective Date are hereby waived date hereof.
(d) Upon the effectiveness of this Agreement, each reference to the First Amended and Restated Agreement in any other 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.
(e) Upon the effectiveness of no force this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the First Amended and effectRestated Agreement and any settlements to be made with respect thereto.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Johnsondiversey Inc), Receivables Purchase Agreement (Johnsondiversey Holdings Inc)
Amendment and Restatement. (a) In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders: The parties to this Agreement Borrowers, the Administrative Agent and the Lenders hereby agree that, on the Restatement Effective Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their entirety by the terms terms, conditions and provisions of this Agreement. Neither , and the execution, delivery terms and acceptance provisions of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references , shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in the this Section 11.24, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement) Agreement and referred to herein, individually or collectively, as the “Administrative Agent”, the “Credit Agreement” and the “Prior Loan Documents” shall be deemed to refer to the Administrative Agent”), this Agreement and the Loan Documents;
(iia) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Loans hereunder;
Obligations hereunder to the extent not repaid on or before the Closing Date, (ivb) each of this Agreement and the Administrative Agent shall make such reallocationsNotes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, salesand not as a payment of, assignments or other relevant actions in respect the indebtedness, liabilities and Existing Obligations of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” Borrowers under the Existing Credit Agreement or any other Prior Loan Document and (constituting c) neither the “Required Lenders” under execution and as defined therein) hereby agrees (with effect immediately prior to delivery of such documents nor the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment consummation of any related assignment fee, and no other documents or instruments shall be, or shall be required transaction contemplated hereunder is intended to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. The parties hereby agree that (i) on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and (zii) in connection with such reallocation, sales, assignments the transactions contemplated under this Section 11.24 shall not give rise to any obligation of the Borrowers to make any payment under Section 3.04 or other relevant actions, the Borrower shall pay all interest and fees outstanding under 3.05 of the Existing Credit Agreement and accrued (other than with respect to the date hereof obligations to the Administrative Agent for the account of the Lenders party hereto, together with make such payments to any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a lender party to the Existing Credit Agreement hereby consents who is not also a party to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effectthis Agreement).
Appears in 2 contracts
Samples: Credit Agreement (Danaher Corp /De/), Credit Agreement (Danaher Corp /De/)
Amendment and Restatement. (a) The parties to This Agreement amends and restates in its entirety the Existing Sale Agreement. Upon the effectiveness of this Agreement agree that, on the Restatement Effective DateAgreement, the terms and provisions of the Existing Credit Sale Agreement shall shall, subject to this Section 8.11, be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documentshereby.
(b) Without limiting Notwithstanding the foregoingamendment and restatement of the Existing Sale Agreement by this Agreement:
(i) each Receivable existing on the date hereof under the Existing Sale Agreement shall continue in effect as a Receivable hereunder, upon the effectiveness without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in of 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 Sale Agreement and the Loan Documents;hereby; and
(ii) Originator shall continue to be liable to the “Commitments” Buyer, the Purchasers and the “Letter of Credit Commitments” Agent with respect to (as defined in the Existing Credit AgreementA) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and obligations accrued to the date hereof under the Existing Sale Agreement and (B) all agreements on the part of the Originator under the Existing Sale Agreement to indemnify any of the Buyer, the Purchasers or the Agent in connection with events or conditions arising or existing prior to the Administrative Agent effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article VI thereof.
(c) This Agreement is given in substitution for the account Existing Sale Agreement and not as payment of any of the Lenders party heretoobligations of Originator thereunder, together with any losses, costs and expenses incurred by Lenders under Section 2.16 is in no way intended to constitute a novation of the Existing Credit Sale Agreement; and. Nothing contained herein is intended to amend, modify or otherwise affect any obligation of any and all parties existing pursuant to the Transaction Documents prior to the date hereof.
(vd) Upon the effectiveness of this Agreement, each of the signatories hereto that is also a party reference to the Existing Credit Sale Agreement hereby consents in any other document, instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference to any this Agreement unless the context otherwise requires.
(e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the actions described in facility contemplated herein, including, without limitation, the foregoing clause (iv) and agrees that any and all required notices and required notice periods eligibility of Receivables sold under the Existing Credit Sale Agreement in connection and any settlements to be made with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effectrespect thereto.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Johnsondiversey Holdings Inc), Receivables Sale Agreement (Johnsondiversey Inc)
Amendment and Restatement. (a) The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such XxxxxxLender’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such XxxxxxLender’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 2 contracts
Samples: Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Gas Co)
Amendment and Restatement. (ai) The parties to this Agreement agree that, on On the Restatement Effective Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by this Agreement and the Existing Credit Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Borrowers of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date), (ii) the representations and warranties made by the Credit Parties prior to the Closing Date and (iii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in such Existing Credit Agreement).
(ii) The terms and provisions of this Agreement. Neither the execution, delivery and acceptance conditions of this Agreement nor any and the rights and remedies of the terms, covenants, conditions or other provisions set forth herein are intended, nor Agent and the Lenders under this Agreement and the Other Documents shall they be deemed or construed, apply to effect a novation all of any liens or indebtedness or other obligations the Obligations incurred under the Existing Credit Agreement.
(iii) The Credit Parties hereby reaffirm the Liens granted pursuant to the Existing Credit Agreement or any other Loan Document and the Other Documents (as defined in the Existing Credit Agreement) or and existing immediately prior to pay, extinguish, release, satisfy or discharge (i) all or any part the Closing Date to the Agent for the benefit of the indebtedness or other obligations evidenced by Secured Parties, which Liens shall continue in full force and effect during the Existing Credit Agreementterm of this Agreement and any renewals thereof and shall continue to secure the Obligations. After giving effect to this Agreement and the transactions contemplated hereby, (ii) neither the liability modification of any Person under the Existing Credit Agreement effected pursuant to this amendment and restatement nor the execution, delivery, performance or effectiveness of this Agreement (i) impairs the Loan Documents (as defined under validity, effectiveness or priority of the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect Liens granted pursuant to the Existing Credit this Agreement or any indebtedness Other Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. The Parent Guarantor hereby reaffirms its obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement Guaranty, which are outstanding on the Restatement Effective Date (shall remain in full force and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documentseffect.
(biv) Without limiting On and after the foregoingClosing Date, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references to the Credit Agreement in the “Loan Documents” Other Documents (as defined in the Existing Credit other than this 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;
(ii) the “Commitments” and the “Letter of Credit Commitments” all references to any section (as defined in the Existing Credit Agreementor subsection) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement in any Other Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement.
(v) This amendment and (z) in connection with such reallocationrestatement is limited as written and is not a consent to any other amendment, sales, assignments restatement or waiver or other relevant actionsmodification, whether or not similar and, except as expressly provided herein or in any other Other Document, all terms and conditions of the Borrower Other Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Other Document.
(vi) For the avoidance of doubt, unless otherwise specified in this Agreement, all “baskets” set forth in this Agreement shall pay all interest and fees be calculated from the Closing Date.
(vii) The Advances outstanding under the Existing Credit Agreement on the Closing Date shall be deemed borrowed hereunder, and accrued to the date hereof to the Administrative Agent for the account Lenders shall fund such portion of the Lenders party hereto, together with any losses, costs and expenses incurred Advances or receive prepayment of such Advances as directed by Lenders under Section 2.16 the Agent such that after giving effect thereto each Lender has made its Commitment Percentage of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) Advances outstanding on the Restatement Effective Date are hereby waived and of no force and effectClosing Date.
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Emerge Energy Services LP), Revolving Credit and Security Agreement (Emerge Energy Services LP)
Amendment and Restatement. This Agreement is an amendment and restatement of (abut not a novation of or an accord and satisfaction of) The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations All outstanding Obligations under the Existing Credit Agreement or (and which have not been repaid on the Closing Date) shall continue to remain outstanding under this Agreement. From and after the date hereof, all references made to the Existing Credit Agreement in any other “Loan Document Document” (as defined in the Existing Credit Agreement) or in any other instrument or document shall, without more, be deemed to pay, extinguish, release, satisfy or discharge (i) all or any part of refer to this Agreement. The Borrower and each Guarantor under this Agreement hereby acknowledges and agrees that the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents “Liens” (as defined under in the Existing Credit Agreement) executed created and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed provided for by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Collateral Documents” (as defined in the Existing Credit Agreement) continue to the “Administrative Agent”secure, among other things, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” Obligations under the Existing Credit Agreement (constituting which shall remain outstanding on the “Required Lenders” date hereof as well as those hereafter arising under this Agreement and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales other Loan Documents; and assignments shall be deemed to have been effected by way of, the rights and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 remedies of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, Administrative Agent under the Borrower shall pay all interest and fees outstanding Collateral Documents under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods Liens under the Existing Credit Agreement created and provided for thereunder remain in connection with full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the actions described in liens and security interests created and provided for by the foregoing clause (iv) on Collateral Documents under the Restatement Effective Date are hereby waived Existing Credit Agreement as to the indebtedness which would be secured thereby prior to giving effect to this Agreement. This amendment and restatement of no force the Existing Credit Agreement shall operate to renew, amend and effectmodify the rights and obligations of the parties under the Existing Credit Agreement as provided herein, but shall not act as a novation thereof.
Appears in 2 contracts
Samples: Credit Agreement (Powell Industries Inc), Credit Agreement (Powell Industries Inc)
Amendment and Restatement. It is the intention of each of the parties hereto that (a) The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety pursuant to this Agreement so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement, (b) that all Indebtedness and Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents shall be secured by the terms liens and provisions of this Agreement. Neither security interests evidenced under the execution, delivery Loan Documents and acceptance of (c) that this Agreement nor any does not constitute a novation or termination of the terms, covenants, conditions obligations and liabilities existing under the Existing Credit Agreement (or other provisions set forth herein are intended, nor shall they be deemed or construed, serve to effect a novation terminate Section 10.3 of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document of the Borrower’s obligations thereunder with respect to the Administrative Agent (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” Lenders (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” or any other Indemnitee (as defined in the Existing Credit Agreement) shall continue as Commitments )). The parties hereto further acknowledge and Letter agree that this Agreement constitutes an amendment of the Existing Credit Commitments, respectively, hereunder as set forth on Agreement made under and in accordance with the applicable Commitment Schedule;
(iii) the “Loans” (as defined in terms of Section 10.2 of the Existing Credit Agreement) outstanding under . In addition, unless specifically amended hereby or in connection herewith, each of the Loan Documents shall continue in full force and effect. This Agreement restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Closing Date, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions any reference in respect any of the applicable other Loan Documents to the “CommitmentsCredit Agreement” and or any like term shall be deemed to refer to this Agreement. Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I hereto replaces in its entirety such Lender’s “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “LenderCommitment” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waivedif any), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 2 contracts
Samples: Credit Agreement (Ensign Group, Inc), Credit Agreement (Ensign Group, Inc)
Amendment and Restatement. (a) The parties to This Agreement amends and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement agree that, on the Restatement Effective DateAgreement, the terms and provisions of the Existing Credit Second Amended and Restated Agreement shall shall, subject to this Section 14.15, be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documentshereby.
(b) Without limiting Notwithstanding the foregoingamendment and restatement of the Second Amended and Restated Agreement by this Agreement:
(i) each Purchaser Interest existing on the date hereof under the Second Amended and Restated Agreement shall continue in effect as a Purchaser Interest hereunder, upon the effectiveness without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement contemplated hereby on of the Restatement Effective Date Second Amended and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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 Restated Agreement and the Loan Documents;hereby; and
(ii) Seller shall continue to be liable to the “Commitments” Purchasers and the Agent with respect to (A) all “Letter of Credit CommitmentsObligations” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to under the Administrative Agent for Second Amended and Restated Agreement and (B) all agreements on the account part of the Lenders party hereto, together with any losses, costs Seller under the Second Amended and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party Restated Agreement to the Existing Credit Agreement hereby consents to indemnify any of the actions described in Purchasers or the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof.
(c) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the actions described obligations of Seller thereunder, and is in no way intended to constitute a novation of the foregoing clause Second Amended and Restated Agreement. Nothing contained herein is intended to amend, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (ivin respect of its obligations under any Performance Undertaking) on existing prior to the Restatement Effective Date are hereby waived date hereof.
(d) Upon the effectiveness of this Agreement, each reference to the Second Amended and Restated Agreement in any other 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.
(e) Upon the effectiveness of no force this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and effectRestated Agreement and any settlements to be made with respect thereto.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Johnsondiversey Holdings Inc), Receivables Purchase Agreement (Johnsondiversey Inc)
Amendment and Restatement. (a) The parties to Borrower, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement agree thatAgreement, on the Restatement Effective Date, amounts available under and the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Credit Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Neither Notwithstanding the execution, delivery amendment and acceptance of this Agreement nor any restatement of the termsExisting Credit Agreement by this Agreement, covenantsthe Borrower shall continue to be, conditions or other provisions set forth herein are intendednow be, nor shall they as the case may be, liable to the Administrative Agent and the Lenders with respect to agreements on the part of the Borrower under the Existing Loan Documents to indemnify and hold harmless the Administrative Agent and the Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be deemed subject arising in connection with the Existing Credit Agreement prior to the Closing Date. Borrower does not have any offsets, defenses or construedcounterclaims to its obligations under the Existing Loan Documents. This Agreement is given as a substitution and restatement of, to effect and not as a novation repayment of, the obligations of any liens or indebtedness or other obligations Borrower under the Existing Credit Agreement or any other Loan Document (as defined in and is not intended to constitute a novation of the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced . Except as otherwise selected by the Existing Credit Agreement, (ii) the liability Borrower by delivery of any Person under the Existing Credit Agreement a notice of borrowing or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability a notice of any Person with respect conversion prior to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid date hereof in accordance with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoinghereof, upon the effectiveness of this Agreement, all amounts outstanding and owing by the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding Borrower under the Existing Credit Agreement, if anyas of the date hereof, as determined by the Lenders, shall continue as be refinanced and shall constitute Loans hereunder;
(iv) to the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions Borrower hereunder accruing interest in respect accordance with the provisions hereof. In consideration of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), premises and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actionsmutual covenants herein set forth, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories parties hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.agree as follows:
Appears in 1 contract
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Date, the terms and provisions of the Existing Credit Original ABL Collateral Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither This Agreement shall not constitute a novation of the execution, delivery and acceptance of this Original ABL Collateral Agreement nor or any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge Security Documents. The parties hereto acknowledge and agree that (i) all or any part the grant by the Grantors of security interests in the Collateral (as amended and restated hereby) and by the Granting Parties of security interests in the Pledged Collateral (as amended and restated hereby), in each case, pursuant to the Original ABL Collateral Agreement was made as of the indebtedness Closing Date (or other obligations evidenced by as of such later date on which a Grantor became a party thereto) and the Existing Credit Agreementamendment and restatement of the Original ABL Collateral Agreement as contemplated hereby continues such grants, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in Original ABL Collateral Agreement), which remain outstanding as of the Restatement Effective Date, (iii) the “Obligations” (as defined in Original ABL Collateral Agreement) are in all respects continuing (as amended and restated hereby and by the ABL Credit Agreement and which are in all respects hereinafter subject to the terms herein) and (iv) the Liens and security interests as granted under the Original ABL Collateral Agreement and the other applicable Loan Documents are in all respects continuing and in full force and effect and are reaffirmed hereby. To the extent applicable, the Grantors hereby acknowledge, confirm and agree that any financing statements, fixture filings, filings with the United States Patent and Trademark Office or the United States Copyright Office or other instrument similar in effect to the foregoing under applicable law covering all or any part of the Collateral previously filed in favor of the Collateral Agent under the Original ABL Collateral Agreement are in full force and effect as of the date hereof, except with respect to real property subject to a Mortgage (as defined in the Original Credit Agreement) in effect immediately prior to the date hereof, and each Grantor ratifies its authorization for the Collateral Agent to file in any relevant jurisdictions any such financing statement, fixture filing, filing or other instrument relating to all or any part of the Collateral if filed prior to the date hereof.
(b) Without limiting the foregoing, upon the effectiveness of the amendment On and restatement contemplated hereby on after the Restatement Effective Date and except as otherwise expressly provided herein:
Date, (i) all references to the Original ABL Collateral Agreement or the “U.S. Security Agreement” in the “Loan Documents” Documents (as defined in the Existing Credit other than this Agreement) shall be deemed to refer to this Agreement, (ii) all references to any section (or subsection) of the Original ABL Collateral Agreement or the “Administrative Agent”, the “Credit U.S. Security Agreement” and the “in any Loan Documents” Document (but not herein) shall be deemed to refer to the Administrative Agentcorresponding provisions of this Agreement, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) except as the “Loans” context otherwise provides, all references to this Agreement herein (as defined in the Existing Credit Agreementincluding for purposes of indemnification) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, be references to this Agreement and subject (iv) all references to the terms and conditions of, Assignment and Assumptions, without Original ABL Collateral Agreement or the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, “U.S. Security Agreement” in all Blocked Account Agreement executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing ABL Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower Original ABL Collateral Agreement shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued be deemed to the date hereof refer to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit this Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Samples: Abl Guarantee and Collateral Agreement (Univar Solutions Inc.)
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither , and the executionExisting Credit Agreement shall thereafter be of no further force and effect, delivery and acceptance of this Agreement nor any except to evidence (i) the incurrence by the Borrower of the terms“Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Effective Date), covenants(ii) the representations and warranties made by the Borrower prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Effective Date (including any failure, conditions or other provisions prior to the Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein are intended, nor shall they be deemed not cure any breach thereof or construed, any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to effect the Effective Date. This Agreement is not in any way intended to constitute a novation of any liens or indebtedness or other the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities.
(b) The terms and conditions of this Agreement and the ABL Administrative Agent’s, the Supplemental Term Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Document (Documents shall apply to all of the “Obligations” incurred under and as defined in the Existing Credit Agreement.
(c) or to payOn and after the Effective Date, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect references to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” Documents (as defined in the Existing Credit other than this Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative AgentExisting Credit Agreement, as amended and restated hereby, (ii) all references to any Article, Section or sub-clause of the Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) except as the “Loans” context otherwise provides, on or after the Effective Date, all references to this Agreement herein (as defined in the Existing Credit Agreementincluding for purposes of indemnification and reimbursement of fees) outstanding under shall be deemed to be reference to the Existing Credit Agreement, if any, shall continue as Loans hereunder;amended and restated hereby.
(ivd) the Administrative Agent shall make such reallocationsThis amendment and restatement is limited as written and is not a consent to any other amendment, salesrestatement or waiver, assignments whether or not similar and, except as expressly provided herein or in any other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder)Loan Document, and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the all terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) Loan Documents remain in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effecteffect unless otherwise specifically amended hereby or any other Loan Document.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Orchard Supply Hardware Stores Corp)
Amendment and Restatement. (a1) The parties to this This Agreement agree that, on the Restatement Effective Date, the terms is an amendment and provisions restatement of the Existing Original Credit Agreement shall be and hereby are amended, superseded and restated in their entirety is not a novation of the Original Credit Agreement. This Agreement reflects amendments to the Original Credit Agreement that have been agreed upon by the terms parties thereto, and provisions has been restated solely for the purposes of this incorporating such amendments in a consolidated format.
(2) All references to the “Credit Agreement. Neither ” or similar references to the execution, delivery and acceptance of this Original Credit Agreement nor in any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or Documents shall mean and be a reference to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit this Agreement, (ii) the liability of as it may be amended, supplement, restated or replaced from time to time, without any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect requirement to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other amend such Loan Documents.
(b3) Without limiting All Secured Liabilities under the foregoingOriginal Credit Agreement shall be continuing with only the terms thereof being modified as provided in this Agreement, upon the effectiveness and this Agreement shall not evidence or result in a novation of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) such Secured Liabilities. Specifically, all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall Original Accommodation will be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) be outstanding under the Existing Revolving Credit, and will be subject to the terms of this Agreement. Interest and fee pricing with respect to Original Accommodation and Original Commitments for any period prior to the Closing Date shall be as set out in the Original Credit Agreement, if any, . Interest and fee pricing with respect to Original Accommodation from and after the Closing Date shall continue be as Loans hereunder;set out in this Agreement; provided that that no adjustment shall be made with respect to any acceptance fee collected prior to the Closing Date.
(iv4) Immediately after the closing on the Closing Date, the Administrative Agent shall make such reallocationsall usual and customary adjustments to ensure that all Original Accommodation is outstanding in accordance with the rateable portion of each Lender’s Commitment under this Agreement, sales, assignments or other relevant and each Lender agrees to take all actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects to give effect to such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder)adjustments, and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptionsincluding, without the payment of any related assignment feelimitation, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof advancing amounts to the Administrative Agent for the account benefit of the Lenders party heretoOriginal Lenders.
(5) The Borrower hereby represents, together with any losses, costs warrants and expenses incurred by Lenders under Section 2.16 confirms to the Administrative Agent and each Lender that as of the Existing Credit date hereof:
(a) its guarantees and indemnities contained in the Loan Documents other than this Agreement continue in full force and effect in accordance with their terms notwithstanding this Agreement and the amendments effected hereby;
(b) that such guarantees and indemnities extend to the liabilities and obligations of the Borrower under this Agreement;
(c) the Security Documents provided by the Borrower and the Liens granted thereunder continue in full force and effect in accordance with their terms notwithstanding this Agreement and the amendments effected hereby; and
(vd) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions secured liabilities described in such Security Documents include indebtedness, liabilities and obligations arising under or in relation to this Agreement, and the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effectLiens granted thereunder extend thereto.
Appears in 1 contract
Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Original Receivables Contribution and Sale Agreement. The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Original Receivables Contribution and Sale Agreement shall shall, subject to this Section 7.14, be superseded hereby. Notwithstanding the amendment and hereby are amended, superseded restatement of the Original Receivables Contribution and restated in their entirety Sale Agreement by the terms and provisions of this Agreement. Neither , each Seller and the execution, delivery Buyer's Servicer shall continue to be liable to the Buyer and acceptance each Indemnified Party with respect to agreements on the part of this such Seller and the Buyer's Servicer under the Original Receivables Contribution and Sale Agreement nor to indemnify any of the terms, covenants, Buyer and each Indemnified Party in connection with events or conditions arising or other provisions set forth herein are intended, nor shall they be deemed or construed, existing prior to effect a novation of any liens or indebtedness or other obligations under the Existing Credit date hereof. This Agreement or is given in substitution for the Original Receivables Contribution and Sale Agreement. Each reference to the Original Receivables Contribution and Sale Agreement in any other Loan Document (as defined in the Existing Credit Agreement) document, instrument or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) agreement executed and and/or delivered in connection therewith shall mean and be a reference to this Agreement. This Agreement is not a novation. Nothing contained herein or (iii) in any of the liability of any Person with respect other Transaction Documents, unless expressly herein or therein stated to the Existing Credit Agreement contrary, is intended to amend, modify or otherwise affect any indebtedness other instrument, document or other obligations evidenced therebyagreement executed and/or delivered in connection with the Original Receivables Contribution and Sale Agreement. All Loans made, and Obligations incurred, amounts owing under the Existing Credit Original Receivables Contribution and Sale Agreement which are outstanding on immediately prior to giving effect to this Agreement to the Restatement Effective Date (Buyer and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) each Indemnified Party that is a party thereto shall be re-evidenced as Loans and Obligations, respectively, deemed to be owing under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsAgreement.
(b) Without limiting Each Seller hereby agrees, and the foregoingBuyer hereby agrees, upon the effectiveness that, effective as of the amendment and restatement contemplated hereby on date hereof, the Restatement Effective Date and except as otherwise expressly provided herein:
Subordinated Note payable to the order of such Seller is amended (i) all references by deleting the phrase "THE FIRST NATIONAL BANK OF CHICAGO, a national banking association ("BANK ONE"), as Administrative Agent" in the “Loan Documents” first paragraph of such Subordinated Note and substituting for such phrase the phrase "the administrative agent thereunder" and (ii) by deleting the phrase "BANK ONE, as defined Administrative Agent" in the Existing Credit Agreement) to two places such phrase is used in the “Administrative Agent”, fifth paragraph of such Subordinated Note and substituting for each such phrase the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to phrase "the Administrative Agent, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect".
Appears in 1 contract
Samples: Receivables Contribution and Sale Agreement (Worldcom Inc)
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Date, the terms Existing Credit Agreement shall be amended and provisions of restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and hereby are amendedeffect, superseded and restated in their entirety except to evidence (i) the incurrence by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any Borrower of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement (whether or not such obligations are contingent as 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). Except as set forth on Schedule 9.18, the amendments and restatements set forth herein shall not cure any breach thereof or any other Loan Document (“Default” or “Event of Default” under and as defined in the Existing Credit Agreement) or Agreement prior to pay, extinguish, release, satisfy or discharge (i) all or any part the Restatement Effective Date. It is the intention of each of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under parties hereto that the Existing Credit Agreement or be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Secured Obligations” under the Loan Documents (as defined and that all “Secured Obligations” of the Borrower and the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced under the Security Documents, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement) executed . The terms and delivered in connection therewith or (iii) conditions of this Agreement and the liability of any Person with respect to Administrative Agent’s and the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, Lenders’ rights and Obligations incurred, remedies under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness Documents shall apply to all of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in obligations incurred under the Existing Credit Agreement) . This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of the “Administrative Agent”Loan Documents shall continue in full force and effect and, from and after the Restatement Effective Date, all references to the “Credit Agreement” and the “Loan Documents” contained therein shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Alcentra Capital Corp)
Amendment and Restatement. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Fifth Restatement Effective Date. The parties to execution and delivery of this Agreement agree thatshall not constitute a novation of any indebtedness or other obligations owing to Agent, Swing Lender, any Issuing Bank, any Lender, or any other Person under the Existing Credit Agreement based on any facts or events occurring or existing before the execution and delivery of this Agreement. On the Fifth Restatement Effective Date, the terms and provisions of credit facilities described in the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety supplemented by the terms facilities described herein, and provisions all loans, Letters of this Agreement. Neither the executionCredit, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation obligations of any liens or indebtedness or other obligations Loan Party outstanding as of such date under the Existing Credit Agreement or shall be deemed to be loans, Letters of Credit, and obligations outstanding under the corresponding facilities described herein, without further action by any Person. Unless otherwise provided in any other Loan Document (as defined in the Existing Credit Agreement) or to payDocument, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person fees and interest accrued under the Existing Credit Agreement or the Loan Documents shall accrue up to (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iiibut not including) the liability of any Person with respect to Fifth Restatement Effective Date at the rates and in the manner provided in the Existing Credit Agreement or any indebtedness or other obligations evidenced therebybut shall be due and payable at the times and in the manner provided under this Agreement. All Loans made, costs and Obligations incurred, expenses which were due and owing under the Existing Credit Agreement which are outstanding on shall continue to be due and owing under, and shall be due and payable in accordance with, this Agreement. On and after the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Fifth Restatement Effective Date) shall be re-evidenced as Loans , each and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references every reference in the Loan Documents to the “Loan DocumentsCredit Agreement,” (and to the capitalized terms as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” (including, without limitation, the terms “Loans” and the “Loan Documents” Obligations”) shall be deemed to refer to the Administrative Agentand mean this Agreement, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (such capitalized terms as defined and used in this Agreement. Each Loan Party party hereto further confirms and agrees that all such Loan Documents are and shall remain in full force and effect on and after the Existing Credit Agreement) Fifth Restatement Effective Date, except as otherwise expressly provided herein or therein or except to the extent the same are amended, restated, supplemented or otherwise modified on the Fifth Restatement Effective Date. The amount of each Lender’s Revolver Commitment, as of the Fifth Restatement Effective Date, shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder be as set forth on Schedule C-1, and Agent and each Lender shall cooperate in good faith to make all payments and fundings which Agent and the applicable Commitment Schedule;
(iii) Lenders must make to reallocate the “Loans” (Revolver Commitments and the Obligations in respect thereof among the Lenders in accordance with their respective Revolver Commitments as defined in set forth on Schedule C-1. On the Existing Credit Agreement) Fifth Restatement Effective Date, all outstanding loans under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order Agreement made by any Person that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was is a “Lender” under the Existing Credit Agreement who is not a Lender hereunder (constituting each, an “Exiting Lender”) shall be repaid in full and the “Required Lenders” under commitments and as defined therein) hereby agrees other obligations and rights of such Exiting Lender shall be terminated (with effect immediately prior except that such Exiting Lender shall continue to be entitled to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed benefits specified in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit this Agreement and (z) in connection with such reallocation, sales, assignments or the other relevant actions, the Borrower shall pay all interest and fees outstanding Loan Documents of a Lender which assigned 100% of its interests under the Existing Credit Agreement Agreement, with respect to facts and accrued circumstances occurring prior to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Fifth Restatement Effective Date are hereby waived and of no force and effectDate).
Appears in 1 contract
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither , and the executionExisting Credit Agreement shall thereafter be of no further force and effect, delivery and acceptance of this Agreement nor any except to evidence (i) the incurrence by the Borrower of the terms“Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Effective Date), covenants(ii) the representations and warranties made by the Borrower prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Effective Date (including any failure, conditions or other provisions prior to the Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein are intended, nor shall they be deemed not cure any breach thereof or construed, any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to effect the Effective Date. This Agreement is not in any way intended to constitute a novation of any liens or indebtedness or other the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities.
(b) The terms and conditions of this Agreement and the Agents’ and the Lenders’ rights and remedies under this Agreement and the other Loan Document (Documents shall apply to all of the “Obligations” incurred under and as defined in the Existing Credit Agreement.
(c) or to payOn and after the Effective Date, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect references to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” Documents (as defined in the Existing Credit other than this Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative AgentExisting Credit Agreement, as amended and restated hereby, (ii) all references to any Article, Section or sub-clause of the Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) except as the “Loans” context otherwise provides, on or after the Effective Date, all references to this Agreement herein (as defined in the Existing Credit Agreementincluding for purposes of indemnification and reimbursement of fees) outstanding under shall be deemed to be references to the Existing Credit Agreement, if any, shall continue as Loans hereunder;amended and restated hereby.
(ivd) the Administrative Agent shall make such reallocationsThis amendment and restatement is limited as written and is not a consent to any other amendment, salesrestatement or waiver, assignments whether or not similar and, except as expressly provided herein or in any other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder)Loan Document, and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the all terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) Loan Documents remain in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effecteffect unless otherwise specifically amended hereby or any other Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Tekni Plex Inc)
Amendment and Restatement. On the Closing Date:
(a) The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Original Credit Agreement shall be and is hereby are amended, superseded amended and restated in their entirety by the terms and provisions form of this Agreement;
(b) all Advances (as that term is defined in the Original Credit Agreement) and other amounts outstanding under the Original Credit Agreement prior to the Closing Date shall continue to be outstanding under this Agreement and shall be deemed to be Advances and other Obligations owing by the Borrower to the Lenders under this Agreement; the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent (including the assignment of interests in, or the purchase of participations in, such outstanding Advances) to give effect to the foregoing and to ensure that the aggregate Obligations owing to each Lender are outstanding in proportion to each Lender's Rateable Portion of all outstanding Obligations after giving effect to the foregoing. Neither For certainty, (i) all Advances (as that term is defined in the executionOriginal Credit Agreement) and other amounts outstanding prior to the Closing Date under the Syndicated Facility and the Term Facility (as those terms are defined in the Original Credit Agreement) shall be and are hereby deemed to be outstanding under the Syndicated Facility under this Agreement, delivery and acceptance (ii) all Advances (as that term is defined in the Original Credit Agreement) and other amounts outstanding prior to the Closing Date under the Operating Facility (as that term is defined in the Original Credit Agreement) shall be and are hereby deemed to be outstanding under the Operating Facility under this Agreement;
(c) all Bankers' Acceptances (each an "Existing BA") and SOFR Loans (each an "Existing SOFR Loan") presently outstanding under the Original Credit Agreement shall be deemed to be outstanding under this Agreement and the Borrower shall deliver a Notice of Borrowing or Notice of Rollover or Notice of Conversion, as applicable, to the Agent requesting Advances on or prior to the respective Maturity Date of each Existing BA and Existing SOFR Loan in such amount as is necessary to repay to the Lenders in full, or Rollover or convert, as the case may be, each Existing BA and Existing SOFR Loan, as the case may be, on its respective Maturity Date. Each of the Parties acknowledges and agrees that until an Existing BA or Existing SOFR Loan is repaid, rolled over or converted, as the case may be, the liability of each Lender with respect to such Existing BA or Existing SOFR Loan shall not be based on its respective Rateable Portion as at the Closing Date, but rather will be based upon each such Lender's Rateable Portion thereof existing immediately prior to the Closing Date; and
(d) each Swap Lender will continue to be a Swap Lender hereunder. Notwithstanding the foregoing or any other term hereof, all of the covenants, representations and warranties on the part of the Borrower under the Original Credit Agreement and all of the claims and causes of action arising against the Borrower in connection therewith, in respect of all matters, events, circumstances and obligations arising or existing prior to the Closing Date shall continue, survive and shall not be merged in the execution of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all Documents or any part of the indebtedness advance or other obligations evidenced by the Existing Credit Agreement, (ii) the liability provision of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsAdvance hereunder.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Samples: Credit Agreement
Amendment and Restatement. (ai) The parties to this Agreement agree that, on On the Restatement Effective Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under and the Existing Credit Agreement or any other Loan Document shall thereafter be of no further force and effect except to evidence (x) the incurrence by the Borrower of the “Obligations” under and as defined in the Existing Credit Agreement) Agreement (whether or to pay, extinguish, release, satisfy or discharge (i) all or any part not such “Obligations” are contingent as of the indebtedness or other obligations evidenced Closing Date), (y) the representations and warranties made by the Existing Credit Agreement, Loan Parties prior to the Closing Date and (iiz) the liability of any Person under the Existing Credit Agreement action or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith omission performed or (iii) the liability of any Person with respect required to be performed pursuant to the Existing Credit Agreement or prior to the Closing Date (including any indebtedness or other obligations evidenced thereby. All Loans madefailure, and Obligations incurredprior to the Closing Date, under to comply with the covenants contained in the Existing Credit Agreement).
(ii) The terms and conditions of this Agreement which are outstanding on and the Restatement Effective Date (rights and not terminated or otherwise repaid with remedies of the proceeds of any Loans made hereunder on Administrative Agent and the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, Lenders under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness Documents shall apply to all of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in Obligations incurred under the Existing Credit Agreement.
(iii) The Loan Parties hereby reaffirm the Liens granted pursuant to the “Loan Documents and existing immediately prior to the Closing Date to the Administrative Agent”Agent for the benefit of the Secured Parties, which Liens shall continue in full force and effect during the “term of this Agreement and any renewals thereof and shall continue to secure the Obligations.
(iv) On and after the Closing Date, (x) all references to the Credit Agreement in the Loan Documents (other than this Agreement” and the “Loan Documents” ) shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 all references to any section (or subsection) of the Existing Credit Agreement and in any Loan Document (zbut not herein) in connection with such reallocationshall be amended to become, salesmutatis mutandis, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued references to the date hereof to the Administrative Agent for the account corresponding provisions of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit this Agreement; and.
(v) each 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 signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described Loan Documents remain in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effecteffect unless otherwise specifically amended hereby or by any other Loan Document.
(vi) For the avoidance of doubt, unless otherwise specified in this Agreement, all “baskets” set forth in this Agreement shall be calculated from the Closing Date.
Appears in 1 contract
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under and the Existing Credit Agreement or any other Loan Document shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Borrower of the “Obligations” under and as defined in the Existing Credit Agreement) Agreement (whether or to pay, extinguish, release, satisfy or discharge (i) all or any part not such “Obligations” are contingent as of the indebtedness or other obligations evidenced by the Existing Credit AgreementClosing Date), (ii) the liability of representations and warranties made by the Credit Parties prior to the Closing Date and (iii) any Person under action or omission performed or required to be performed pursuant to the Existing Credit Agreement or prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in such Existing Credit Agreement).
(b) The terms and conditions of this Agreement and the rights and remedies of the Agent and the Lenders under this Agreement and the Loan Documents (as defined shall apply to all of the Obligations incurred under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(bc) Without limiting On and after the foregoingClosing Date, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references to the Credit Agreement in the “Loan Documents” Documents (as defined in the Existing Credit other than this 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;
(ii) the “Commitments” and the “Letter of Credit Commitments” all references to any section (as defined in the Existing Credit Agreementor subsection) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement.
(d) This amendment and (z) in connection with such reallocationrestatement is limited as written and is not a consent to any other amendment, sales, assignments restatement or waiver or other relevant actionsmodification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Borrower Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document.
(e) For the avoidance of doubt, unless otherwise specified in this Agreement, all “baskets” set forth in this Agreement shall pay all interest be calculated from the Closing Date.
(f) Each Lender hereby irrevocably authorizes the Administrative Agent, to enter into, or amend, any intercreditor agreement (including the Intercreditor Agreement) (or similar agreements with the same or similar purpose) as agent for and fees outstanding under on behalf its behalf in accordance with the Existing Credit terms specified in this Agreement and accrued agrees that the Administrative Agent, may take such actions on its behalf as is contemplated by the terms of any such intercreditor agreement (including the Intercreditor Agreement). Any such intercreditor agreement (including the Intercreditor Agreement) entered into by the Administrative Agent on behalf of the Lenders shall be binding upon each Lender. The Administrative Agent shall notify the Lenders of the effectiveness of the intercreditor agreement when executed and shall provide a copy of the executed intercreditor agreement to the date hereof Lenders as and when effective. Each Lender hereby consents to the Administrative Agent for the account executing an intercreditor agreement on behalf of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effectLenders.
Appears in 1 contract
Amendment and Restatement. It is the intention of each of the parties hereto that (a) The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety pursuant to this Agreement so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement, (b) that all Indebtedness and Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents shall be secured by the terms liens and provisions of this Agreement. Neither security interests evidenced under the execution, delivery Loan Documents and acceptance of (c) that this Agreement nor any does not constitute a novation or termination of the terms, covenants, conditions obligations and liabilities existing under the Existing Credit Agreement (or other provisions set forth herein are intended, nor shall they be deemed or construed, serve to effect a novation terminate Section 10.3 of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document of the Borrower’s obligations thereunder with respect to the Administrative Agent (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” Lenders (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” or any other Indemnitee (as defined in the Existing Credit Agreement) shall continue as Commitments ). The parties hereto further acknowledge and Letter agree that this Agreement constitutes an amendment of the Existing Credit Commitments, respectively, hereunder as set forth on Agreement made under and in accordance with the applicable Commitment Schedule;
(iii) the “Loans” (as defined in terms of Section 10.2 of the Existing Credit Agreement) outstanding under . In addition, unless specifically amended hereby or in connection herewith, each of the Loan Documents shall continue in full force and effect. This Agreement restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Closing Date, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions any reference in respect any of the applicable other Loan Documents to the “CommitmentsCredit Agreement” and or any like term shall be deemed to refer to this Agreement. Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I hereto replaces in its entirety such Lender’s “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “LenderCommitment” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waivedif any), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Samples: Credit Agreement (Ensign Group, Inc)
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither , and the executionExisting Credit Agreement shall thereafter be of no further force and effect, delivery except that the Borrower, the Guarantors, the Administrative Agent and acceptance the Lenders agree that (i) the incurrence by the Borrower of “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement nor and the other Loan Documents and (ii) except as expressly stated herein or otherwise amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations. This Agreement is not in any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, way intended to effect constitute a novation of any liens or indebtedness or other the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any other Loan Document (portion of such obligations and liabilities. Each Lender, by delivering its signature page hereto and funding its Loans on the Effective Date, shall be deemed hereby to accept an assignment and assumption of its Applicable Percentage of the “Obligations” under and as defined in the Existing Credit Agreement) or to payAgreement which, extinguishfor the avoidance of doubt, release, satisfy or discharge (i) all or any is a part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with in addition to such Lender’s Commitment as reflected on Schedule 2.01 hereto.
(b) The terms and conditions of this Agreement and the proceeds of any Loans made hereunder on Administrative Agent’s and the Restatement Effective Date) shall be re-evidenced as Loans Lenders’ rights and Obligations, respectively, remedies under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsDocuments shall apply to all of the Indebtedness incurred under the Existing Credit Agreement.
(bc) Without limiting On and after the foregoingEffective Date, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in to the Existing Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this 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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if anyas amended and restated hereby (as it may be further amended, shall continue as Loans hereunder;
modified or restated) and (ivii) the Administrative Agent shall make such reallocations, sales, assignments all references to any section (or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreementsubsection) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and or in any Loan Document (zbut not herein) in connection with such reallocationshall be amended to become, salesmutatis mutandis, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued references to the date hereof to the Administrative Agent for the account corresponding provisions of this Agreement.
(d) Except as expressly provided herein or in any other Loan Document, all terms and conditions of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described Loan Documents remain in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effecteffect unless specifically amended hereby or by any other Loan Document.
Appears in 1 contract
Amendment and Restatement. (ai) The parties to this Agreement agree that, on On the Restatement Effective Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by this Agreement and the Existing Credit Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Borrowers of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date), (ii) the representations and warranties made by the Credit Parties prior to the Closing Date and (iii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in such Existing Credit Agreement).
(ii) The terms and provisions of this Agreement. Neither the execution, delivery and acceptance conditions of this Agreement nor any and the rights and remedies of the terms, covenants, conditions or other provisions set forth herein are intended, nor Agent and the Lenders under this Agreement and the Other Documents shall they be deemed or construed, apply to effect a novation all of any liens or indebtedness or other obligations the Obligations incurred under the Existing Credit Agreement.
(iii) The Credit Parties hereby reaffirm the Liens granted pursuant to the Existing Credit Agreement or any other Loan Document and the Other Documents (as defined in the Existing Credit Agreement) or and existing immediately prior to pay, extinguish, release, satisfy or discharge (i) all or any part the Closing Date to the Agent for the benefit of the indebtedness or other obligations evidenced by Secured Parties, which Liens shall continue in full force and effect during the Existing Credit Agreementterm of this Agreement and any renewals thereof and shall continue to secure the Obligations. After giving effect to this Agreement and the transactions contemplated hereby, (ii) neither the liability modification of any Person under the Existing Credit Agreement effected pursuant to this amendment and restatement nor the execution, delivery, performance or effectiveness of this Agreement (i) impairs the Loan Documents (as defined under validity, effectiveness or priority of the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect Liens granted pursuant to the Existing Credit this Agreement or any indebtedness Other Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. The Parent Guarantor hereby reaffirms its obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement Guaranty, which are outstanding on the Restatement Effective Date (shall remain in full force and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documentseffect.
(biv) Without limiting On and after the foregoingClosing Date, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references to this Agreement in the “Loan Documents” Other Documents (as defined in the Existing Credit other than this 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;
(ii) the “Commitments” and the “Letter of Credit Commitments” all references to any section (as defined in the Existing Credit Agreementor subsection) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement in any Other Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement.
(v) This amendment and (z) in connection with such reallocationrestatement is limited as written and is not a consent to any other amendment, sales, assignments restatement or waiver or other relevant actionsmodification, whether or not similar and, except as expressly provided herein or in any Other Document, all terms and conditions of the Borrower Other Documents remain in full force and effect unless otherwise specifically amended hereby or by any Other Document.
(vi) For the avoidance of doubt, unless otherwise specified in this Agreement, all “baskets” set forth in this Agreement shall pay all interest and fees be calculated from the Closing Date.
(vii) The Advances outstanding under the Existing Credit Agreement on the Closing Date shall be deemed borrowed hereunder, and accrued the Lenders shall fund such portion of the Advances or receive prepayment of such Advances as directed by the Agent such that after giving effect thereto each Lender has made its Commitment Percentage of the Advances outstanding on the Closing Date. [SIGNATURE PAGES INTENTIONALLY OMITTED] PNC Bank, National Association $ 48,571,428.57 24.29 % Bank of America, N.A. $ 31,428,571.43 15.71 % Xxxxx Fargo Bank, National Association $ 31,428,571.43 15.71 % Branch Banking & Trust Company $ 20,000,000.00 10.00 % Santander Bank, N.A. $ 20,000,000.00 10.00 % Royal Bank of Canada $ 14,285,714.28 7.14 % ZB, N.A. dba Amegy Bank $ 11,428,571.43 5.71 % Xxxxxx Xxxxxxx Bank, N.A. $ 11,428,571.43 5.71 % Stifel Bank & Trust $ 8,571,428.57 4.29 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 2,857,142.86 1.43 % PNC Bank, National Association 0000 Xxxx Xxxxxx, Suite 1850 Dallas, Texas 75201 Facsimile: (000) 000-0000 The undersigned, the [Chairman] [Chief Executive Officer] [Chief Financial Officer] [Vice President of Finance] of Emerge Energy Services LP, a Delaware limited partnership (the “Parent Guarantor”), gives this certificate to PNC Bank, National Association, as administrative and collateral agent (in such capacity, the “Agent”), in accordance with the requirements of Section 9.3 of that certain Amended and Restated Revolving Credit and Security Agreement dated as of June 27, 2014, among Parent Guarantor, Emerge Energy Services Operating LLC, a Delaware limited liability company (“Emerge”), the other borrowers from time to time party thereto (together with Emerge, the “Borrowers” and each individually a “Borrower”), the financial institutions which are now or which hereafter become a party thereto (collectively, the “Lenders”), and the Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”).
1. Based upon my review of the financial statements of the Parent Guarantor for the [Fiscal Year/Quarter] ending , 20 , copies of which are attached hereto, I hereby certify that the Parent Guarantor and its Subsidiaries are in compliance with the following sections of the Loan Agreement:
a. Section 5.10(b), subsequent to the date hereof of the most recent Compliance Certificate submitted by the Parent Guarantor, during the preceding calendar quarter no Credit Party or any member of the Controlled Group newly maintains or became required to contribute to any Plan with respect to which any Credit Party or any member of the Controlled Group has incurred or may incur any material liability, except as set forth in updated Schedule 5.10(b) attached hereto.
b. [Section 6.5(a), the Interest Coverage Ratio is [satisfied / not satisfied] at to 1.0, measured on a trailing four (4) quarter basis, which calculations are set forth on Annex 6.5(a) hereto.](1)
c. The Total Leverage Ratio is at to 1.0, measured on a trailing four (4) quarter basis, which calculations are set forth on Annex 6.5(b) hereto.
d. [Section 6.5(c), the minimum Consolidated EBITDA covenant is [satisfied / not satisfied] as Consolidated EBITDA for the Building Period ending was , which calculations are set forth on Annex 6.5(c) hereto.](2)
e. Section 6.5(d), the Excess Availability covenant was [satisfied / not satisfied] at all times during the Fiscal Quarter most recently ended and at its lowest it was on [INSERT DATE].
f. Section 6.5(e), the Maximum Capital Expenditures covenant is [satisfied / not satisfied] and the Capital Expenditures were for the Fiscal Quarter most recently ended.
g. Section 6.13(b), attached hereto as Annex 6.13(b) is a supplement to the Administrative Agent for Perfection Certificate updating any items which may have changed since the account date of the Lenders party hereto, together most recent Compliance Certificate submitted by the Parent Guarantor in accordance with any losses, costs and expenses incurred by Lenders under Section 2.16 6.13(b) of the Existing Credit AgreementAgreement and the definition of “Compliance Certificate.”
h. Section 7.5, the Credit Parties are in compliance with Section 7.5 as such dividends and distributions comply with the provisions of Section 7.5.
i. Sections 7.6, the Credit Parties are in compliance with Section 7.6 as such additional Indebtedness complies with the provisions of Section 7.6.
(1) Include beginning with the Fiscal Quarter ending March 31, 2018.
(2) Include beginning with the Fiscal Quarter ending June 30, 2017.
2. No Default exists on the date hereof, other than: [if none, so state]; and
(v) each 3. No Event of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) Default exists on the Restatement Effective Date date hereof, other than [if none, so state].
4. [Use for Annual Financial Statements] [The financial statements attached hereto are hereby waived complete and accurate in all material respects and were prepared in accordance with GAAP.] [Use for Quarterly Financial Statements] [The financial statements attached hereto were prepared internally on a basis consistent with prior practices and are complete and correct in all material respects, subject to normal and recurring year-end adjustments.] EMERGE ENERGY SERVICES LP as [Chairman] [Chief Executive Officer] [Chief Financial Officer] [Vice President of no force and effect.Finance] Dated
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Emerge Energy Services LP)
Amendment and Restatement. (a) The parties to this This Agreement agree that, on the Restatement Effective Date, the terms amends and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated restates in their entirety by the terms Onshore Loan Agreement and provisions of this the Offshore Loan Agreement. Neither This Agreement and the executionother Transaction Documents govern the present relationship between the Borrower (including in its capacity as successor-by-merger to the Offshore Borrower), delivery the Collateral Manager (including in its capacity as successor-by-merger to the Onshore Collateral Manager and acceptance of this Agreement nor any of the termsOffshore Collateral Manager), covenantsthe Lenders (including, conditions or other provisions set forth herein are to the extent applicable, in their respective capacities as Onshore Lenders and Offshore Lenders), the Administrative Agent and the Collateral Custodian. This Agreement, however, is in no way intended, nor shall they it be deemed or construed, to effect a novation affect, replace, impair or extinguish the creation, attachment, perfection or priority of any liens or indebtedness or the security interests in, and other obligations under Liens on, the Existing Credit “Collateral” (as such term is defined in the Onshore Loan Agreement and the Offshore Loan Agreement) granted by the Borrower, the Offshore Borrower or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part Person under either of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Onshore Loan Agreement or the Offshore Loan Documents Agreement (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”collectively, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter Existing Liens”). Each of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under Collateral Agent, by this Agreement, hereby acknowledges, reaffirms and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof confirms to the Administrative Agent for the account of [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 and the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 the continued existence of the Existing Credit Agreement; and
Liens. In addition, except as otherwise provided herein, all monetary obligations and liabilities and indebtedness created or existing under, pursuant to, or as a result of, the Onshore Loan Agreement or the Offshore Loan Agreement (vthe “Existing Loan Agreement Obligations”) each shall continue in existence within the definition of “Obligations” under this Agreement and any and all of the signatories hereto that is also a party to Transaction Documents. Each of the Borrower and the Collateral Manager, by this Agreement, acknowledges, reaffirms and confirms the continued existence of the Existing Credit Loan Agreement Obligations as “Obligations” hereunder, and hereby consents agrees that this Agreement shall not be deemed to any evidence or result in a novation or repayment or re-borrowing of the actions described in the foregoing clause (iv) such obligations and liabilities and indebtedness. The Borrower agrees that any and all required notices and required notice periods under outstanding commitment or other obligation to make advances or otherwise extend credit or credit support to the Existing Credit Agreement in connection with any Borrower pursuant to either of the actions described in Onshore Loan Agreement or the foregoing clause (iv) on Offshore Loan Agreement is superseded by this Agreement. The Borrower represents and warrant that it has not assigned or otherwise transferred any rights arising under either of the Restatement Effective Date are hereby waived and of no force and effectOnshore Loan Agreement or the Offshore Loan Agreement.
Appears in 1 contract
Samples: Loan, Security and Collateral Management Agreement (Willow Tree Capital Corp)
Amendment and Restatement. (a) The parties to hereto acknowledge and agree that (i) this Agreement agree thatand the Other Documents, on the Restatement Effective Datewhether executed and delivered in connection herewith or otherwise, the terms do not constitute a novation or repayment and provisions reborrowing of the Existing Credit Agreement shall be Advances and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations Obligations under the Existing Original Credit Agreement or any other Loan Document the Other Documents (as defined in the Existing Original Credit Agreement) or as in effect prior to pay, extinguish, release, satisfy or discharge (i) all or any part the Closing Date and which remain outstanding as of the indebtedness or other obligations evidenced by the Existing Credit AgreementClosing Date, (ii) the liability of any Person Obligations under the Existing Original Credit Agreement or and the Loan Other Documents (as defined under in the Existing Original Credit Agreement) executed are in all respects continuing (as amended and delivered restated and converted hereby and which are in connection therewith or all respects hereinafter subject to the terms herein) and (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, Liens and Obligations incurred, security interests as granted under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documentsapplicable Other Documents (as defined in the Original Credit Agreement) securing payment of such Obligations (as defined in the Original Credit Agreement) are in all respects continuing and in full force and effect and are reaffirmed hereby.
(b) Without limiting The parties hereto acknowledge and agree that on and after the foregoingClosing Date, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, Credit Agreement or the “Credit Agreement” and the “Loan Documents” Other Documents shall be deemed to refer to the Administrative AgentOriginal Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Original Credit Agreement or the Other Documents shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Original Credit Agreement as amended and restated hereby.
(c) The parties hereto acknowledge and agree that 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 Document, all terms and conditions of this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined Other Documents remain in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effecteffect unless otherwise specifically amended hereby or by any Other Documents.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Union Drilling Inc)
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Date, (i) the terms Existing Revolving Credit Commitment of any Existing Lender that is not a Lender under this Agreement shall be terminated (and provisions any notice with respect thereto is hereby waived) and (ii) the Existing Revolving Credit Commitment of any Existing Lender that is a Lender under this Agreement shall be amended to the amount set forth on Schedule I.
(b) On the Effective Date, the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither , and the executionExisting Credit Agreement shall thereafter be of no further force and effect, delivery and acceptance of this Agreement nor any except to evidence (i) the incurrence by the Parent Borrower of the terms“Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Effective Date), covenants(ii) the representations and warranties made by the Parent Borrower prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Effective Date (including any failure, conditions or other provisions prior to the Effective Date, to comply with the covenants contained in the Existing Credit Agreement). The amendments and restatements set forth herein are intended, nor shall they be deemed not cure any breach thereof or construed, any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement (if any) existing prior to effect the Effective Date. This Agreement is not in any way intended to constitute a novation of any liens or indebtedness or other the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities.
(c) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document (as defined in the Existing Credit Agreement) or to payDocument, extinguish, release, satisfy or discharge (i) all or any part terms and conditions of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed remain in full force and delivered in connection therewith effect unless otherwise specifically amended hereby or (iii) the liability of by any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.Document. Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 -----
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Amendment and Restatement. (a1) The parties to this This Agreement agree that, on amends and restates the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement and shall not be and hereby are amended, superseded and restated in their entirety by considered a novation thereof. This Agreement shall supersede the terms and provisions Existing Credit Agreement insofar as it constitutes the entire agreement between the parties concerning the subject matter of this Agreement. Neither With respect to (i) any date or time period occurring and ending prior to the executionClosing Date, delivery the rights and acceptance obligations of the Parties hereto and party to the Existing Credit Agreement shall be governed by the Existing Credit Agreement (including, the exhibits and schedules thereto) and the other Loan Documents (as defined therein), which for such purposes shall remain in full force and effect; and (ii) any date or time period occurring or ending on or after the Closing Date, the rights and obligations of the Parties hereto shall be governed by this Agreement nor any (including, the Schedules hereto) and the other Loan Documents (as defined herein). Any provision hereof which differs from or is inconsistent with a provision of the terms, covenants, conditions Existing Credit Agreement constitutes an amendment to the Existing Credit Agreement with each such amendment being effective as and from the Closing Date. This Agreement will not discharge or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect constitute a novation of any liens debt, obligation, covenant or indebtedness or other obligations under agreement contained in the Existing Credit Agreement or in any Security or other Loan Document (Documents, agreements, certificates and other documents executed and delivered by or on behalf of the parties thereto in respect thereof or in connection therewith, but same shall remain in full force and effect save to the extent same are amended and restated by the provisions of this Agreement and are hereby ratified and confirmed in all respects. For greater certainty, all Existing Advances under the Revolving Credit provided for in the Existing Credit Agreement shall be deemed to be Advances under the Revolving Credit provided for under this Agreement and all Existing Advances under the Term Credit provided for in the Existing Credit Agreement shall be deemed to be Advances under the Term Credit provided for under this Agreement provided that, for greater certainty, all interest rates, fees and commissions applicable to any Existing Advances by way of B/As or B/A Equivalent Loans shall be determined in accordance with pricing set out in the Existing Credit Agreement until such time as defined such Existing Advances are converted, repaid, renewed or rolled over under this Agreement, as applicable. All representations and warranties set out in this Agreement are freshly made on the date hereof, but nothing herein shall release or otherwise affect the liability of the Borrowers or the Guarantors in connection with the representations and warranties provided by them in the Existing Credit Agreement.
(2) or Each Obligor hereby represents, warrants, acknowledges and agrees with the Agent that all Security and other Loan Documents executed and delivered by it to paythe Agent prior to the date of this Agreement, extinguishincluding, releasewithout limitation, satisfy or discharge the Guarantee Agreements dated November 7, 2012 (ithe “Existing Guarantees”) all or any part entered into between each of the indebtedness or other obligations evidenced by Obligors and the Agent pursuant to the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed continues in full force and delivered effect and remains valid and enforceable in connection therewith or (iii) the liability of any Person accordance with respect its terms, save to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which extent same are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed amended by the terms of) provisions of this Agreement and the other Loan Documentsare hereby ratified and confirmed.
(b3) Without limiting the foregoingFurthermore, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
each Obligor (i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that who was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement Agreement) hereby consents to any of the actions described in the foregoing clause (iv) confirms, acknowledges and agrees that any on and all required notices and required notice periods under after the Existing Credit Agreement in connection with any of Closing Date (a) the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.Existing
Appears in 1 contract
Amendment and Restatement. (a) The parties to this This Agreement agree that, on amends and restates in its entirety the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Initial Loan Agreement. Neither This Agreement and the executionother Loan Documents govern the present relationship between the Obligors, delivery Agent and acceptance of this Agreement nor any of the termsLenders. This Agreement, covenantshowever, conditions or other provisions set forth herein are is in no way intended, nor shall they it be deemed or construed, to affect, replace, impair or extinguish the creation, attachment, perfection or priority of the security interests in, and other Liens on, the Collateral, which security interests and other Liens each of the Obligors, by this Agreement, acknowledges, reaffirms and confirms to Agent and Lenders. In addition, except as otherwise provided herein, all monetary obligations and liabilities and indebtedness created or existing under, pursuant to, or as a result of, the Initial Loan Agreement, other than Excluded Swap Obligations (the “Initial Loan Agreement Obligations”) shall continue in existence within the definition of “Obligations” under this Agreement, which obligations, liabilities and indebtedness the Obligors, by this Agreement, acknowledge, reaffirm and confirm. The Obligors agree that any outstanding commitment or other obligation to make advances or otherwise extend credit or credit support to any Obligor pursuant to the Initial Loan Agreement is superseded by, and renewed and consolidated under, this Agreement. The Obligors represent and warrant that none of them have assigned or otherwise transferred any rights arising under the Initial Loan Agreement. To the extent not amended and restated as of the Closing Date, the Loan Documents executed in connection with the Initial Loan Agreement and in effect prior to the Closing Date (the “Existing Loan Documents”) shall continue in full force and effect, are hereby ratified, reaffirmed and confirmed in all respects, and shall, for the avoidance of doubt, constitute “Loan Documents” under this Agreement. The terms of the Loan Documents that correspond to the Existing Loan Documents that have been amended and restated as of the Closing Date shall govern for any period occurring on or after the Closing Date, and the terms of such Existing Loan Documents prior to their amendment and restatement shall govern for any period beginning before the Closing Date and ending on the day immediately preceding the Closing Date. In furtherance of the foregoing, (i) each reference in any Loan Document to the “Loan Agreement”, any other Loan Document that is being amended and restated as of the Closing Date, “thereunder”, “thereof” or words of like import, is hereby amended, mutatis mutandis, as applicable in the context, to be a novation reference to, and shall thereafter mean, this Agreement or such other amended and restated Loan Document, as applicable in the context (as each may be amended, modified or supplemented and in effect from time to time) and (ii) the definition of any liens or indebtedness or other obligations under term defined in any Loan Document by reference to the Existing Credit Agreement terms defined in the “Loan Agreement” or any other Loan Document that is being amended and restated as of the Closing Date is hereby amended to be defined by reference to the defined term in this Agreement or such other amended and restated Loan Document, as applicable (as defined each may be amended, modified or supplemented and in the Existing Credit Agreement) or effect from time to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit time). In order to induce Lenders to enter into this Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (Closing Date, each Obligor hereby represents, warrants and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans covenants to Lenders that it has determined that each Obligor will benefit specifically and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of materially from the amendment and restatement contemplated hereby of the Initial Loan Agreement pursuant to this Agreement on the Restatement Effective Closing Date and except that each Obligor requested and bargained for the structure and terms of and security for the Loans contemplated by this Agreement on the Closing Date The amount of each Lender’s Revolver Commitment as otherwise expressly provided herein:
(i) all references in of the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” Closing Date shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder)Schedule 1.1, and the Borrower Agent and each Lender shall cooperate in good faith to make all payments and fundings which Agent and the Lenders must make to reallocate the Revolver Commitments and the Obligations in respect thereof among the Lenders in accordance with their respective Revolver Commitments as set forth on Schedule 1.1. On the Closing Date, all outstanding loans under the Initial Loan Agreement made by any Person that was is a “Lender” under the Existing Credit Initial Loan Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective DateClosing Date who is not a Lender party to this Agreement (each, an “Exiting Lender”) that (x) such reallocation, sales and assignments shall be deemed repaid in full and the commitments and other obligations and rights of such Exiting Lender shall be terminated (except that such Exiting Lender shall continue to have been effected by way of, and subject be entitled to the terms and conditions of, Assignment and Assumptions, without benefits specified in the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Initial Loan Agreement and (z) in connection with such reallocation, sales, assignments or the other relevant actions, the Borrower shall pay all interest and fees outstanding Loan Documents of a Lender which assigned 100% of its interests under the Existing Credit Agreement Initial Loan Agreement, with respect to facts and accrued circumstances occurring prior to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effectClosing Date).
Appears in 1 contract
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Amendment No. 1 Effective Date, the terms and provisions of the Existing Original Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither From and after the executionAmendment No. 1 Effective Date, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations Obligations outstanding under the Existing Original Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms ofof this Agreement. The parties hereto acknowledge and agree that (A) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan DocumentsObligations” (as defined in the Existing Original Credit Agreement) under the Original Credit Agreement as in effect prior to the Amendment No. 1 Effective Date and which remain outstanding, (B) the “Administrative Agent”Obligations” are in all respects continuing (as amended and restated hereby and which are hereinafter subject to the terms herein) and (C) the Liens and security interests as granted under the applicable Loan Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and are reaffirmed hereby. Each Loan Party ratifies its authorization for the Collateral Agent to file in any relevant jurisdictions any such financing statement or other instrument relating to all or any part of the Collateral if filed prior to the date hereof. Notwithstanding anything to the contrary, as of the Amendment No. 1 Effective Date all specified baskets in this Agreement shall be deemed to be unutilized.
(b) On and after the Amendment No. 1 Effective Date, (i) all references to the “Credit Agreement”, “therein”, “thereof”, “thereunder” or words of similar import when referring to the Original Credit Agreement in the Loan Documents delivered pursuant to the Original Credit Agreement shall mean and the “shall be deemed to refer to this Agreement without further amendment of such Loan Documents” , (ii) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Amendment No. 1 Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to refer to the Administrative Agent, this Original Credit Agreement as amended and the Loan Documents;restated hereby.
(iic) the “Commitments” This amendment and the “Letter of Credit Commitments” (restatement is limited as defined in the Existing Credit Agreement) shall continue as Commitments written and Letter of Credit Commitmentsis not a consent to any other amendment, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments restatement or waiver or other relevant actions modification, whether or not similar and, except as expressly provided herein or in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder)any other Loan Document, and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the all terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) Loan Documents remain in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effecteffect unless otherwise specifically amended hereby or by any other Loan Document.
Appears in 1 contract
Amendment and Restatement. (a) The parties Effective as of the Restatement Effective Date (as defined below), (i) the Existing Credit Agreement is hereby amended and restated to this be in the form of Exhibit A hereto (the Existing Credit Agreement agree as so amended and restated being referred to as the “Restated Credit Agreement”), (ii) Schedules 2.01, 3.06B and 3.12 attached hereto are hereby incorporated into the Restated Credit Agreement as Schedules 2.01, 3.06B and 3.12 thereto, (iii) Schedule 3.06 to the Existing Credit Agreement is deemed to be redesignated as Schedule 3.06A to the Restated Credit Agreement and (iv) Exhibit B to the Existing Credit Agreement is hereby deleted in its entirety. Except as expressly set forth herein or in the Restated Credit Agreement, all schedules and exhibits to the Existing Credit Agreement, in the forms thereof immediately prior to the Restatement Effective Date, shall continue to be schedules and exhibits to the Restated Credit Agreement.
(b) Each New Lender acknowledges and agrees that, on and as of the Restatement Effective Date, such New Lender shall be a Lender under and as defined in the Restated Credit Agreement and shall have a Commitment in an amount (the “New Lender Commitment Amount”) set forth opposite its name on Schedule I hereto. Each party hereto acknowledges and agrees that, on the Restatement Effective Date, the terms and provisions Applicable Percentages of the Existing Lenders (and their participations in Letters of Credit and Swingline Loans) shall automatically be redetermined after giving effect to the Commitment Increase. It is acknowledged that the Commitment Increase effected pursuant to this Agreement shall be and hereby are amended, superseded and restated in their entirety not reduce the amount by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under may further increase the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (Commitments in accordance with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 2.22 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Restated Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Samples: Credit Agreement (J C Penney Co Inc)
Amendment and Restatement. (a) The parties terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement are simultaneously hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement, and as of the date upon which the conditions of Section 3.1 have been satisfied, neither the Borrowers, Guarantors nor the Agent and Lenders shall be subject to this Agreement agree that, on the Restatement Effective Date, or bound by any of the terms and provisions of the Existing Credit Agreement and shall only be and hereby are amended, superseded and restated in their entirety subject to or bound by the terms and provisions of this Agreement. Neither , except that, nothing herein or in the executionother Loan Documents shall, delivery and acceptance in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of this Agreement nor any of the terms“Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, covenantsliabilities and indebtedness of the Borrowers or Guarantors evidenced by or arising under the Existing Credit Agreement or impair or adversely affect the continuation of the security interests, conditions or liens and other provisions set forth herein are intendedinterests in the Collateral heretofore granted, nor shall they be deemed or construed, pledged and/or assigned by the Borrowers and Guarantors to effect a novation of any liens or indebtedness or other obligations under Agent pursuant to the Existing Credit Agreement or any other Loan Document (as defined in the Documents. All Existing Credit Agreement) or to payObligations and all other loans, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or advances and other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person financial accommodations under the Existing Credit Agreement of Borrowers or Guarantors to Agent and Lenders that are outstanding and unpaid as of the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect date hereof pursuant to the Existing Credit Agreement or any indebtedness otherwise (including, without limitation, all Existing Obligations now or other obligations evidenced thereby. All Loans made, and Obligations incurred, under hereafter arising in connection with the Existing Credit Letters of Credit) shall be deemed Obligations of Borrowers and Guarantors under this Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed secured by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references Liens in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject Collateral pursuant to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit this Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Amendment and Restatement. (a) The parties In order to facilitate this Agreement agree thatamendment and restatement and otherwise to effectuate the desires of the Borrower, on the Restatement Effective Administrative Agent and the Lenders agree:
A. On the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their entirety by the terms terms, conditions and provisions of this Agreement. Neither , and the execution, delivery terms and acceptance provisions of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:, shall be superseded by this Agreement.
(i) all references B. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in the this Subsection 1.5, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement) Agreement and referred to herein, individually or collectively, as the “Administrative Agent”, the “Credit Agreement” and the “Prior Loan Documents” shall be deemed to refer to the Administrative Agent”), this Agreement and the Loan Documents;
(iii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Loans hereunder;
Obligations hereunder to the extent not repaid on the Closing Date, and (ivii) each of this Agreement and the Administrative Agent shall make such reallocationsNotes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, salesand not as a payment of, assignments or other relevant actions in respect the indebtedness, liabilities and Existing Obligations of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement or any other Prior Loan Document and (constituting iii) neither the “Required Lenders” under execution and as defined therein) hereby agrees (with effect immediately prior to delivery of this Agreement, the Restatement Effective Date) that (x) Notes and such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to Loan Documents nor the terms and conditions of, Assignment and Assumptions, without the payment consummation of any related assignment fee, and no other documents or instruments shall be, or shall be required transaction contemplated hereunder is intended to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 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:
(1) all Loans owing by the Borrower and outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder and (z2) in connection with such reallocationall Base Rate Loans under the Existing Credit Agreement and not converted into Eurodollar Rate Loans shall accrue interest at the Base Rate hereunder. The parties hereby acknowledge and agree that, saleson the Closing Date, assignments or other relevant actions, the Borrower shall pay all interest and fees there are no Loans outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
that all “Obligations” (vother than unasserted contingent indemnification obligations) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement will be paid in full on the Closing Date.
C. The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth on Schedule 2.1 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/or Lenders under the Existing Credit Agreement, and from each Lender or Lender under the Existing Credit Agreement to each other Lender, as applicable, with the same force and effect as if such assignments were evidenced by applicable Assignment Agreement(s) (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Subsection 9.1 of the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment Agreement, shall be executed in connection with any 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 Agreement. On the actions described Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), through the Administrative Agent, with respect to all assignments, reallocations and other changes in the foregoing clause Commitments (ivas such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Pro Rata Share shall be as set forth on the Restatement Effective Date are hereby waived and of no force and effectSchedule 2.1.
Appears in 1 contract
Amendment and Restatement. In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent, the L/C Issuer and the Lenders:
(a) The parties Upon the effectiveness of this Agreement, the Commitments shall be as set forth in Schedule 2.01 and simultaneously with such effectiveness the portion of Loans outstanding under the Existing Credit Agreement immediately prior to such effectiveness shall be reallocated in accordance with such Commitments and the requisite assignments to effect such reallocation shall be deemed to have been made in such amounts by and between the applicable Lenders and from each assignor Lender to the corresponding assignee Lender, with the same force and effect as if each such assignment was evidenced by an Assignment and Assumption (as defined in 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 agree thatAgreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (all of which requirements are hereby waived), and each such assignment 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, each assignee Lender shall make full cash settlement with each corresponding assignor Lender, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all such assignments and reallocations such that after giving effect to such settlements each Lender’s Commitments and Applicable Percentage shall be as set forth on Schedule 2.01.
(b) Upon the Restatement Effective Dateeffectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated which in their entirety by any manner govern or evidence the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document Obligations (as defined in the Existing Credit Agreement) or to pay), extinguish, release, satisfy or discharge (i) all or any part the rights and interests of the indebtedness administrative agent and the lenders under the Existing Credit Agreement and any terms, conditions or other obligations evidenced matters related to any thereof, 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 1.01, and in any related “Loan Documents” (iias such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the liability of indebtedness, liabilities and obligations owing by any Person under the Existing Credit Agreement or the and other Existing Loan Documents outstanding as of the Closing Date shall continue as Obligations hereunder and all obligations under swap contracts and in relation to cash management agreements existing on the Closing Date shall continue as Secured Cash Management Agreements and Secured Hedge Agreements hereunder, and (ii) neither the execution and delivery of this Agreement and any other Loan Document (as defined under herein) nor the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability consummation of any Person with respect other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that other Existing Loan Documents or any and all required notices and required notice periods under the Existing Credit Agreement in connection with any obligations thereunder outstanding as of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effectClosing Date.
Appears in 1 contract
Samples: Credit Agreement (Intersections Inc)
Amendment and Restatement. This Agreement amends and restates in its entirety the Original Agreement among the parties hereto. Upon the occurrence of the Effective Date, (a) The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Original Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither Agreement and, unless expressly stated to the executioncontrary, delivery and acceptance of this each reference to the Original Agreement nor in any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement Transaction Documents or any other Loan Document (as defined in the Existing Credit Agreement) document, instrument or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and agreement delivered in connection therewith or shall mean and be a reference to this Agreement, (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms ofb) this Agreement is not intended to and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness shall not constitute a novation of the amendment Original Agreement or the obligations and restatement contemplated hereby on liabilities existing thereunder, (c) the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the commitment of each “Loan DocumentsCommitted Purchaser” (as defined in the Existing Credit Original Agreement) that is a party to the “Administrative Agent”Original Agreement shall, on the Effective Date, automatically be deemed restated and the only Commitments shall be those hereunder, (d) with respect to any date or time period occurring and ending prior to the Effective Date, the “Credit Agreement” rights and obligations of the parties to the Original Agreement shall be governed by the Original Agreement and the “Loan Documents” other Transaction Documents (as defined therein), and (e) with respect to any date or time period occurring and ending on or after the Effective Date, the rights and obligations of the parties hereto shall be deemed to refer to the Administrative Agent, governed by this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” other Transaction Documents (as defined herein). The liens, security interests and other interests in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding Seller Assets granted under the Existing Credit Original Agreement are and shall remain legal, valid, binding and enforceable to the extent also constituting Seller Assets hereunder. Each of the parties hereto hereby acknowledge and confirm the continuing existence and effectiveness of such liens, security interests and other interests in such Seller Assets granted under the Original Agreement, if anyand further agree that the execution and delivery of this Agreement shall not in any way release, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make diminish, impair, reduce or otherwise affect such reallocationsliens, sales, assignments or security interests and other relevant actions interests in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect such Seller Assets granted under the Existing Credit Original Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.. 753697831
Appears in 1 contract
Amendment and Restatement. (a) The parties to this This Agreement agree thatamends and restates in its entirety the Existing Sale Agreement, on the Restatement Effective Date, and the terms and provisions of the Existing Credit Sale Agreement shall shall, subject to this Section 7.11, be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documentshereby.
(b) Without limiting Notwithstanding the foregoingamendment and restatement of the Existing Sale Agreement by this Agreement:
(i) each Subordinated Loan existing on the date hereof under the Existing Sale Agreement shall continue in effect as a Subordinated Loan hereunder, upon the effectiveness without any diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in of 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 Sale Agreement and the Loan Documents;hereby; and
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) Originator shall continue as Commitments and Letter to be liable to the Buyer with respect to all obligations of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding it under the Existing Credit Sale Agreement, if anyincluding, shall continue as Loans hereunder;without limitation, all agreements on the part of the Originator under the Existing Sale Agreement to indemnify the Buyer in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article VI thereof.
(ivc) This Agreement is given in substitution for the Administrative Agent shall make such reallocationsExisting Sale Agreement and not as payment of any of the obligations of Originator or the Buyer thereunder, salesand is in no way intended to constitute a novation of the Existing Sale Agreement. Nothing contained herein is intended to amend, assignments modify or other relevant actions otherwise affect any obligation of the Buyer, the Originator or the Performance Guarantor (in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect its obligations under the Existing Credit Agreementany Performance Undertaking) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately existing prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; andhereof.
(vd) Upon the effectiveness of this Agreement, each of the signatories hereto that is also a party reference to the Existing Credit Sale Agreement hereby consents in any other document, instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference to any this Agreement unless the context otherwise requires.
(e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effecttransactions contemplated herein.
Appears in 1 contract
Amendment and Restatement. (a) The parties to Pledgors and the Administrative Agent on behalf of the Secured Parties hereby agree that upon the effectiveness of this Agreement agree that, on the Restatement Effective DateAgreement, the terms and provisions of the Existing Credit Pledge Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Secured Parties and any terms, conditions or matters related to any thereof, shall be and hereby are amended, superseded amended and restated in their entirety by the terms terms, conditions and provisions of this Agreement. Neither , and the execution, delivery terms and acceptance of this Agreement nor any provisions of the termsExisting Pledge Agreement, covenantsexcept as otherwise expressly provided herein, conditions or other provisions shall be superseded by this Agreement.
(b) Notwithstanding this amendment and restatement of the Existing Pledge Agreement, including anything in this Section 7.10, except as set forth herein are intendedin Section 7.10(c) below, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other indebtedness, liabilities and obligations evidenced owing by the Pledgors under the Existing Credit Pledge Agreement shall continue as obligations hereunder and thereunder and shall be and remain secured by this Agreement, (ii) the liability Existing Pledge Interest shall continue as a security interest hereunder, and (iii) this Agreement is given as a substitution of, and not as a payment of any Person the indebtedness, liabilities and obligations of the Pledgors under the Existing Credit Pledge Agreement and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Pledge Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsSecurity Interest created thereunder.
(bc) Without limiting the foregoing, upon the effectiveness Effective as of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”Closing Date, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement on behalf of the Secured Parties, hereby terminates, releases and discharges the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined Existing Security Interests in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effectExcluded Subsidiary Collateral.
Appears in 1 contract
Samples: Credit Agreement (Integra Lifesciences Holdings Corp)
Amendment and Restatement. (a) The parties to this Agreement agree thatterms, on the Restatement Effective Dateconditions, the terms agreements, covenants, representations and provisions of warranties set forth in the Existing Credit Loan Agreement shall be and are simultaneously hereby are amended, superseded amended and restated in their entirety entirety, and as so amended and restated, replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement, and as of the effective date of this Agreement, neither the Borrowers, Guarantors nor the Agent and Lenders shall be subject to or bound by any of the terms of the Existing Loan Agreement and shall only be subject to or bound by the terms and provisions of this Agreement. Neither , except that, nothing herein or in the executionother Financing Agreements shall, delivery and acceptance in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of this Agreement nor any of the terms“Obligations” existing under (and as defined in) the Existing Loan Agreement (the “Existing Obligations”) or any other obligations, covenants, conditions liabilities and indebtedness of the Borrowers or other provisions set forth herein are intended, nor shall they be deemed Guarantors evidenced by or construed, to effect a novation of any liens or indebtedness or other obligations arising under the Existing Credit Loan Agreement or impair or adversely affect the continuation of the security interests, liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Agent pursuant to the Existing Loan Agreement or any other Loan Document (as defined in the Financing Agreements. All Existing Credit Agreement) or to payObligations and all other loans, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or advances and other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person financial accommodations under the Existing Credit Loan Agreement of Borrowers or Guarantors to Agent and Lenders that are outstanding and unpaid as of the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect date hereof pursuant to the Existing Credit Loan Agreement or any indebtedness otherwise (including, without limitation, all Existing Obligations now or other obligations evidenced thereby. All Loans made, and Obligations incurred, under hereafter arising in connection with the Existing Credit Letters of Credit) shall be deemed Obligations of Borrowers and Guarantors under this Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed secured by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references Liens in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject Collateral pursuant to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit this Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Samples: Loan and Security Agreement (Pacific Ethanol, Inc.)
Amendment and Restatement. (a) The It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder shall be secured by the Collateral Documents and that this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect does not constitute a novation of any liens or indebtedness or other the obligations and liabilities existing under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Original Credit Agreement or the Loan Documents (as defined Existing ARCA; provided, that subject to the terms herein and the Amendment Agreement, all Loans, Letters of Credit or other Credit Extensions outstanding under the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement with the same Interest Periods as were applicable to such Loans immediately prior to the Amendment Agreement Effective Date. Upon the effectiveness of this Agreement in accordance with the Amendment Agreement) executed , each Credit Document that was in effect immediately prior to the Amendment Agreement Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and delivered agree that this Agreement constitutes an amendment of the Existing ARCA made under and in connection therewith accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby or (iii) pursuant to the liability Amendment Agreement, each of any Person with respect the Credit Documents, Appendixes, Exhibits and Schedules to the Existing Credit ARCA shall continue in full force and effect and, from and after the Amendment Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” contained therein shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents;Agreement.
(iib) For the “Commitments” avoidance of doubt, each Lender that executes and delivers the “Letter of Credit Commitments” Amendment Agreement as a Consenting Lender (as defined in the Existing Credit Amendment Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way ofcommitted pursuant to, and subject to the terms and conditions of, Assignment this Agreement and Assumptionsthe Amendment Agreement, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments convert (i) all of which are hereby waived)its Revolving Commitments, if any, to an equal amount of Extended Revolving Commitments, (yii) such reallocation shall satisfy the assignment provisions all of Section 9.04 its outstanding Revolving Loans, if any, to an equal amount of the Existing Credit Agreement Extended Revolving Loans, (iii) all of its Tranche C-2 Term Loans, if any, to an equal amount of Tranche C-2 PIK Term Loans and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and its Tranche C-3 Term Loans, if any, to an equal of no force and effectTranche C-3 PIK Term Loans.
Appears in 1 contract
Samples: Amendment Agreement (Education Management Corporation)
Amendment and Restatement. Upon this Agreement becoming effective pursuant to the provisions hereunder, from and after the Closing Date: (a) The parties to all "Revolving Loans" outstanding under the Existing Credit Agreement, together with all accrued but unpaid interest and fees with respect thereto, shall be repaid in full (without a corresponding reduction in the Revolving Commitments), without offset, defense, counterclaim, abatement, reduction, set off, deduction or charge of any kind, nature or description whatsoever, and the modification effected by this Agreement agree thatshall not be deemed to provide for or to effect a repayment and re advance of any of the Indebtedness to the lenders now outstanding under the Existing Credit Agreement, it being the intention of Borrower and Lenders that a portion of the Indebtedness owing under this Agreement be and is the same Indebtedness as that owing under the Existing Credit Agreement immediately prior to the Closing Date; (b) all terms and conditions of the Existing Credit Agreement and any other Loan Document (as defined in the Existing Credit Agreement), as amended and restated by this Agreement and the other Loan Documents executed and delivered on the Restatement Effective Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of Borrower to Administrative Agent and Lenders, whether considered in a proceeding at law or in equity; (c) the terms and provisions conditions of the Existing Credit Agreement shall be and hereby are amended as set forth herein and, as so amended, superseded and shall be restated in their entirety entirety; (d) this Agreement shall not in any way release or impair the Liens created pursuant to the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or the rights, duties or Obligations relating thereto or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by Borrower and the terms Loan Parties; (e) all indemnification obligations of the Borrower and provisions of this the Loan Parties under the Existing Credit Agreement and any other Loan Document (as defined in the Existing Credit Agreement. Neither ) shall survive the execution, execution and delivery and acceptance of this Agreement nor any and shall continue in full force and effect for the benefit of the terms, covenants, conditions or lenders thereunder and any other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations Person indemnified under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) at any time prior to the Closing Date; (f) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or to payotherwise satisfied by the execution of this Agreement, extinguishand this Agreement shall not constitute a refinancing, release, satisfy substitution or discharge (i) all novation of such Obligations or any part of the indebtedness or other rights, duties and obligations evidenced by of the parties hereunder; (g) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, amended and restated, supplemented or otherwise modified from time to time hereafter; and (iih) the liability of any Person all security interests created under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” Document (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” executed and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth delivered on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Closing Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued otherwise prior to the date hereof continue to be in full force and effect after giving effect to the Administrative Agent for the account consummation of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit this Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Samples: Credit Agreement (Celadon Group Inc)
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Bridge Funding Date, the terms and provisions of the Existing Bridge Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither , and the executionExisting Bridge Credit Agreement shall thereafter be of no further force and effect, delivery and acceptance of this Agreement nor any except to evidence (i) the incurrence by the Borrower of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations “Obligations” under the Existing Credit Agreement or any other Loan Document (and as defined in the Existing Bridge Credit Agreement) Agreement (whether or to pay, extinguish, release, satisfy or discharge (i) all or any part not such “Obligations” are contingent as of the indebtedness or other obligations evidenced by Bridge Funding Date but without duplication of the Existing Credit AgreementObligations hereunder), (ii) the liability representations and warranties made by the Borrower prior to the Bridge Funding Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Bridge Credit Agreement prior to the Bridge Funding Date (including any failure, on or prior to the Bridge Funding Date, to comply with the covenants contained in such Existing Bridge Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Bridge Credit Agreement existing on or prior to the Bridge Funding Date. This Agreement is not in any Person way intended to constitute a novation of the obligations and liabilities existing under the Existing Bridge Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability evidence payment of any Person with respect to the Existing Credit Agreement all or any indebtedness or other portion of such obligations evidenced thereby. All Loans madeand liabilities.
(b) The terms and conditions of this Agreement and the Agents’, Lenders’ and Obligations incurred, Issuing Bank’s rights and remedies under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsDocuments shall apply to all of the “Obligations” incurred under and as defined in the Existing Bridge Credit Agreement.
(bc) Without limiting On and after the foregoingBridge Funding Date, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references to the Existing Bridge Credit Agreement in the “Loan Documents” Documents (as defined in the Existing Credit other than this Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative AgentExisting Bridge Credit Agreement, this Agreement as amended and the Loan Documents;
restated hereby, (ii) the “Commitments” and the “Letter all references to any Article, Section, paragraph or sub-clause of Credit Commitments” (as defined in the Existing Bridge Credit Agreement in any Loan Document (other than this Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject be references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Bridge Funding Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Bridge Credit Agreement, as amended and restated hereby.
(d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) Loan Documents remain in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effecteffect unless otherwise specifically amended hereby or any other Loan Document.
Appears in 1 contract
Samples: 364 Day Bridge Credit Agreement (Dr Pepper Snapple Group, Inc.)
Amendment and Restatement. On the Closing Date, the Existing Loan Agreement shall be amended and restated in its entirety by this Agreement and (a) The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect references to the Existing Loan Agreement in any Credit Agreement or any indebtedness or Document other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) than this Agreement and the other Loan Documents.
(bincluding in any amendment, waiver or consent) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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 AgentExisting Loan Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Existing Loan Agreement in any Credit Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (c) except as the Loan Documents;
context otherwise provides, all references to this Agreement herein (iiincluding for purposes of indemnification and reimbursement of fees) the “Commitments” and the “Letter of Credit Commitments” (as defined in shall be deemed to be references to the Existing Credit Agreement) shall continue Loan Agreement as Commitments amended and Letter restated hereby. This Agreement is not intended to constitute, and does not constitute, a novation of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding obligations and liabilities under the Existing Credit AgreementLoan Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and liabilities. On and after the Closing Date, if any, shall continue as Loans hereunder;
(iva) the Administrative Agent Existing Loan Agreement shall make such reallocations, sales, assignments or other relevant actions in respect be of no further force and effect except as amended and restated hereby and except to evidence (i) the incurrence by any Borrower of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required LendersObligations” under and as defined thereintherein (whether or not any of such “Obligations” is contingent as of the Closing Date), (ii) hereby agrees (with effect immediately the representations and warranties made by any Borrower prior to the Restatement Effective Closing Date and (iii) any action or omission performed or required to be performed pursuant to the Existing Loan Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Loan Agreement) that and (xb) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions ofof this Agreement and rights and remedies under the Credit Documents, Assignment shall apply to all Obligations incurred under the Existing Loan Agreement and Assumptions, without the payment Notes issued thereunder. Except as expressly provided in any Credit Document or any amendment thereto that will become effective by the execution and delivery of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed such Credit Document in connection with such assignments the amendment and restatement of this Agreement, this Agreement (all of which are hereby waived), (ya) such reallocation shall satisfy the assignment provisions of Section 9.04 not cure any breach of the Existing Credit Loan Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued any “Default” or “Event of Default” thereunder existing prior to the date hereof and (b) is limited as written and is not a consent to the Administrative Agent for the account any other modification of the Lenders party heretoany term or condition of any Credit Document, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of which shall remain in full force and effect. Each Borrower reaffirms the signatories hereto that is also a party Liens granted pursuant to the Existing Credit Agreement hereby consents to any of the actions described Loan Agreement, which Liens shall continue in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effecteffect during the term of this Agreement and any renewals or extensions thereof and shall continue to secure the Obligations.
Appears in 1 contract
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Closing Date, the terms and provisions of the Existing Original Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”Original Credit Agreement in any Loan Document other than this Agreement (including in any amendment, the “Credit Agreement” and the “Loan Documents” waiver or consent) shall be deemed to refer to the Administrative AgentOriginal Credit Agreement as amended and restated hereby, this Agreement and the Loan Documents;
(ii) all references to any section (or subsection) of the “Commitments” and the “Letter of Original Credit Commitments” Agreement in any Loan Document (as defined in the Existing Credit Agreementbut not herein) shall continue as Commitments and Letter be amended to be, mutatis mutandis, references to the corresponding provisions of Credit Commitmentsthis Agreement, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) except as the “Loans” context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Original Credit Agreement as defined amended and restated hereby and (d) each of the Loan Parties party hereto hereby (x) reaffirms all of its obligations under each of the Loan Documents to which it is a party and (y) acknowledges and agrees that subsequent to, and taking into account all of the terms and conditions of the Agreement, each Loan Document to which it is a party shall remain in full force and effect in accordance with the Existing Credit Agreement) outstanding terms thereof. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Original Credit Agreement (constituting including the “Required Lenders” under and Obligations as defined therein) hereby agrees or to evidence payment of all or any portion of such obligations and liabilities.
(with effect immediately prior to b) On and after the Restatement Effective Closing Date) that (x) such reallocation, sales all “Obligations” and assignments “Secured Obligations” under the Original Credit Agreement as of the Closing Date shall be deemed to have been effected by way of, be Obligations and subject to the terms Secured Obligations outstanding under this Agreement (whether or not such “Obligations” and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which “Secured Obligations” are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 contingent as of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effectClosing Date). [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
Appears in 1 contract
Amendment and Restatement. This Agreement constitutes an amendment and restatement of the Credit Agreement, dated as of February 10, 2020 (a) as amended or modified prior to the date hereof, the “Prior Credit Agreement”), to which certain of the parties hereto are subject. The parties to execution and delivery of this Agreement agree that, shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Prior Credit Agreement based on facts or events occurring or existing prior to the Restatement execution and delivery of this Agreement. On the Effective Date, the terms and provisions of credit facilities described in the Existing Prior Credit Agreement shall be and hereby are amended, superseded supplemented, modified and restated in their entirety by the terms facilities described herein, and provisions of this Agreement. Neither the execution, delivery all loans and acceptance of this Agreement nor any other obligations of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation Borrower outstanding as of any liens or indebtedness or other obligations such date under the Existing Prior Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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 be loans and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) obligations outstanding under the Existing Credit Agreementcorresponding facilities described herein, if anywithout any further action by any Person, shall continue as Loans hereunder;
(iv) except that the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect transfers of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) funds as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects the outstanding balance of such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party heretoloans, together with any lossesextensions of credit made on the Effective Date, costs and expenses incurred by Lenders under Section 2.16 reflect the Commitments of the Existing Lenders hereunder. The parties hereto agree and acknowledge that certain Eurocurrency Loans are outstanding under the Prior Credit Agreement; and
(v) each Agreement as of the signatories hereto that is also a party Effective Date. Such Eurocurrency Loans shall remain outstanding on and after the Effective Date and shall continue to accrue interest hereunder at the Existing Eurocurrency Rates applicable thereto until the expiry of the Interest Periods therefor. Such Loans shall not remain outstanding hereunder as Eurocurrency Loans after the expiry of such Interest Periods. No Eurocurrency Loans may be requested on and after the Effective Date. All terms, conditions and provisions set forth in the Prior Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date governing Eurocurrency Loans are hereby waived incorporated by reference herein until the above-described Interest Periods expire. Thereafter, such terms, conditions and provisions shall be of no force and effect.. 105
Appears in 1 contract
Amendment and Restatement. It is intended by the parties hereto that (a) The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions all Obligations of the Existing Credit parties under the Original Agreement shall continue to exist under and be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
; and (b) Without limiting except as expressly stated herein or amended hereby, the foregoingOriginal Agreement and the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations; it being understood that it is the intent of the parties hereto that this Agreement does not constitute a novation of rights, upon obligations and liabilities of the respective parties (including the Obligations) existing under the Original Agreement and such rights, obligations and liabilities shall continue and remain outstanding, and that this Agreement amends, restates and replaces in its entirety the Agreement. From and after the Restatement Effective Date, all Obligations of the Borrowers under the Original Agreement shall become Obligations of such Persons hereunder, and all Obligations, if any, of the Subsidiary Borrowers shall become fully and continuously guaranteed by the U.S. Borrower pursuant to the U.S. Borrower Guaranty. Upon the effectiveness of this Agreement in accordance with Section 4.01, each Loan Document other than the amendment and restatement contemplated hereby on Original Agreement that was in effect immediately prior to the Restatement Effective Date and except as shall continue to be effective and, unless the context otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) requires, any reference to the “Administrative Agent”, Original Agreement contained therein shall be deemed to refer to this Agreement and any reference to the “Credit Agreement” and the “Loan Documents” Loans or Obligations shall be deemed to refer to the Administrative Agent, Loans and Obligations under this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit . This Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect and each of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under amendments to the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof Original Agreement effected hereby on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder)Date, and the Borrower and is binding on each Lender that was a “Lender” under party to the Existing Credit Original Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to of the Restatement Effective Date) , notwithstanding that (x) such reallocation, sales and assignments shall this Agreement may be deemed to have been effected signed by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (Required Lenders but not all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effectLenders.
Appears in 1 contract
Samples: Credit Agreement (Miller Herman Inc)
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Datedate hereof, the terms and provisions of the Existing Credit Agreement Security Agreements shall be and hereby are amended, superseded amended and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any and the Credit Agreement, and the Existing Security Agreements shall thereafter be of no further force and effect except (i) to secure the incurrence by each Loan Party of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations “Secured Obligations” under the Existing Credit Agreement or any other Loan Document (and as defined in the Existing Credit Agreement) Security Agreements (whether or to pay, extinguish, release, satisfy or discharge (i) all or any part not such “Secured Obligations” are contingent as of the indebtedness or other obligations evidenced by the Existing Credit Agreementdate hereof), (ii) to evidence the representations and warranties made by any Loan Party prior to the date hereof and (iii) to evidence any action or omission performed or required to be performed pursuant to any Existing Security Agreement prior to the date hereof. This Agreement is not in any way intended to constitute a novation of any obligation or liability of any Person Loan Party existing under the Existing Credit Security Agreements or evidence payment of all or any portion of any such obligation and liability. Each security agreement and financing statement filed pursuant to the Existing Security Agreement or any predecessor thereto shall remain in full force and effect in all respects as if such “Secured Obligations” had been payable and effective originally as provided by this Agreement.
(b) The terms and conditions of this Agreement and Administrative Agent’s, Lenders’, and any other Secured Creditors’ rights and remedies under this Agreement and the Loan other Credit Documents (as defined shall apply to all of the “Secured Obligations” incurred under the Existing Credit AgreementSecurity Agreement and any promissory notes or other instruments issued thereunder.
(c) Each Loan Party reaffirms the Liens granted in respect to the Collateral and pursuant to any Loan Document executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsExisting Security Agreement to Administrative Agent for the benefit of Secured Creditors, which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Secured Obligations.
(bd) Without limiting On and after the foregoingdate hereof, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references to any Existing Security Agreement (or to any amendment or any amendment and restatement thereof) in the “any Loan Documents” Document (as defined in the Existing Credit other than this Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agentapplicable Existing Security Agreement, this Agreement as amended and the Loan Documents;
restated hereby, (ii) all references to any section (or subsection) of any Existing Security Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the “Commitments” and corresponding provisions of this Agreement or the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue , as Commitments the case may be, and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) except as the “Loans” context otherwise provides, on or after the date hereof, all references to this Agreement herein (as defined in the Existing Credit Agreementincluding for purposes of indemnification and reimbursement of fees) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject refer to the Existing Security Agreements, as amended and restated hereby.
(e) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed each Loan Document remain in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effecteffect unless otherwise specifically amended hereby or any other Loan Document.
Appears in 1 contract
Samples: Security Agreement (Franklin Credit Holding Corp/De/)
Amendment and Restatement. (a) The It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect does not constitute a novation of any liens or indebtedness or other the obligations and liabilities existing under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Original Credit Agreement or the Loan Documents (as defined Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement) executed , each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and delivered agree that this Agreement constitutes an amendment of the Existing ARCA made under and in connection therewith or (iii) accordance with the liability terms of any Person with respect Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans madeARCA shall continue in full force and effect and that, from and Obligations incurred, under after the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Second ARCA Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the “Loan Documents” Tranche B Term Loans shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents;Term Loans.
(iib) Each Lender that executes and delivers the “Commitments” Amendment and the “Letter of Credit Commitments” Restatement Agreement as an Extending Lender (as defined in the Existing Credit Amendment and Restatement Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall will be deemed to have been effected by way ofagreed to have committed pursuant to, and subject to the terms and conditions of, Assignment this Agreement and Assumptions, without the payment Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of any related assignment fee, such Lender to the Amendment and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Restatement Agreement and (zB) its Revolving Loans into 2015 Revolving Loans in connection with a principal amount (if any) set forth in the signature page of such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued Lender to the date hereof to the Administrative Agent for the account of the Lenders party heretoAmendment and Restatement Agreement, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) in each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) case on the Restatement Second ARCA Effective Date are hereby waived Date, and of no force the Company and effectthe Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Samples: Credit Agreement (Education Management Corporation)
Amendment and Restatement. (a) The parties to This Agreement amends and restates in its entirety the Prior Credit Agreement and, upon the effectiveness of this Agreement agree that, on the Restatement Effective DateAgreement, the terms and provisions of the Existing Prior Credit Agreement shall shall, subject to this Section 1.19, be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documentshereby.
(b) Without limiting the foregoing, upon Upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) this Agreement, all references to the "Credit Agreement" or "First Amended and Restated Credit Agreement" contained in the “Loan Documents” (as defined Documents delivered in connection with the Existing Initial Credit Agreement) to Agreement or the “Administrative Agent”, the “Prior Credit Agreement” and the “Loan Documents” Agreement shall be deemed to refer to the Administrative Agent, this Agreement Second Amended and the Loan Documents;Restated Credit Agreement.
(iic) Notwithstanding the “Commitments” amendment and restatement of the “Letter of Prior Credit Commitments” (as defined in Agreement by this Agreement, the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) Obligations outstanding under the Existing Prior Credit AgreementAgreement shall remain outstanding as of the date hereof, if any, constitute continuing Obligations hereunder and shall continue as Loans hereunder;to be secured by the Collateral.
(ivd) the Administrative Agent shall make such reallocations, sales, assignments or Unless Borrower elects to deliver updated Schedules to be attached hereto (other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunderthan Schedules 1.1(a), 1.8, 1.9A, 4.1(A), 4.1(B), 6.11, 11.10 and Schedules A, B, C, D, and F supplied by Agent), the Schedules delivered by Borrower and each Lender that was a “Lender” under attached to the Existing Prior Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, delivered pursuant to and subject attached to this Agreement. The Obligations outstanding under the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Prior Credit Agreement and (z) the Liens securing payment thereof shall in connection with all respects be continuing, and this Agreement shall not be deemed to evidence or result in a novation or repayment and re-borrowing of such reallocationObligations. In furtherance of and without limiting the foregoing, sales, assignments or other relevant actionsfrom and after the date on which this Agreement becomes effective, the Borrower shall pay all interest terms, conditions, and fees covenants governing the Obligations that were outstanding under the Existing Prior Credit Agreement and accrued to shall be solely as set forth in this Agreement, which shall supersede the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Prior Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effectits entirety.
Appears in 1 contract
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither , and the executionExisting Credit Agreement shall thereafter be of no further force and effect, delivery and acceptance of this Agreement nor any except to evidence (i) the incurrence by the Borrower of the terms“Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Effective Date), covenants(ii) the representations and warranties made by the Borrower prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Effective Date (including any failure, conditions or other provisions prior to the Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments 129 and restatements set forth herein are intended, nor shall they be deemed not cure any breach thereof or construed, any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to effect the Effective Date. This Agreement is not in any way intended to constitute a novation of any liens or indebtedness or other the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities.
(b) The terms and conditions of this Agreement and the Agents’ and the Lenders’ rights and remedies under this Agreement and the other Loan Document (Documents shall apply to all of the “Obligations” incurred under and as defined in the Existing Credit Agreement.
(c) or to payOn and after the Effective Date, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect references to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” Documents (as defined in the Existing Credit other than this Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative AgentExisting Credit Agreement, as amended and restated hereby, (ii) all references to any Article, Section or sub-clause of the Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) except as the “Loans” context otherwise provides, on or after the Effective Date, all references to this Agreement herein (as defined in the Existing Credit Agreementincluding for purposes of indemnification and reimbursement of fees) outstanding under shall be deemed to be references to the Existing Credit Agreement, if any, shall continue as Loans hereunder;amended and restated hereby.
(ivd) the Administrative Agent shall make such reallocationsThis amendment and restatement is limited as written and is not a consent to any other amendment, salesrestatement or waiver, assignments whether or not similar and, except as expressly provided herein or in any other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder)Loan Document, and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the all terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) Loan Documents remain in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effecteffect unless otherwise specifically amended hereby or any other Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Tekni Plex Inc)
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that (i) the incurrence by the Borrower of “Indebtedness” under and as defined in the Existing Credit Agreement) Agreement (whether or to pay, extinguish, release, satisfy or discharge (i) all or any part not such “Indebtedness” is contingent as of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall continue to exist under and be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
, (bii) Without limiting the foregoing, upon Borrower shall pay any breakage costs incurred on the effectiveness Effective Date under Section 5.02 of the amendment Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and restatement contemplated hereby on warranties made by the Restatement Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Effective Date and except as otherwise expressly provided herein:
(i) all references including any failure, prior to the Effective Date, to comply with the covenants contained in the Existing Credit Agreement), and (vi) the Existing Letters of Credit shall be deemed to be issued under this Agreement. The amendments and restatements set forth herein shall not cure any breach thereof or any “Loan DocumentsDefault” (or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities.
(b) The terms and conditions of this Agreement and the Administrative Agent’s, the Lenders’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement and the Letters of Credit issued thereunder.
(c) On and after the Effective Date, (i) all references to the Existing Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative AgentExisting Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated), (ii) all references to any section (or subsection) of the Existing Credit Agreement or in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) except as the “Loans” context otherwise provides, on or after the Effective Date, all references to this Agreement herein (as defined in the Existing Credit Agreementincluding for purposes of indemnification and reimbursement of fees) outstanding under shall be deemed to be references to the Existing Credit Agreement, if anyas amended and restated hereby (as it may be further amended, shall continue as Loans hereunder;modified or restated).
(ivd) the Administrative Agent shall make such reallocationsThis amendment and restatement is limited as written and is not a consent to any other amendment, salesrestatement or waiver, assignments whether or not similar and, except as expressly provided herein or in any other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder)Loan Document, and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the all terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) Loan Documents remain in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effecteffect unless specifically amended hereby or by any other Loan Document.
Appears in 1 contract
Amendment and Restatement. (a) The parties to this This Agreement agree that, shall become effective on the Restatement Effective Date, the terms Date and shall supersede all provisions of the Existing Credit Agreement as of such date and the Existing Credit Agreement shall thereafter be of no further force and hereby are amendedeffect, superseded and restated in their entirety except to evidence (i) the incurrence by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any Borrower of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement (whether or any other Loan Document (not such obligations are contingent as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit AgreementRestatement Effective Date), (ii) the liability 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. 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. This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of any Person under the Existing Credit Agreement or the Loan Documents (as defined under obligations and liabilities of the Existing Credit Borrower evidenced or provided for thereunder. Without limiting the generality of the foregoing, the Borrower agrees that notwithstanding the execution and delivery of this Agreement) executed and delivered in connection therewith , the security interest, lien, collateral security or (iii) the liability of any Person with respect supporting obligations previously granted to the Existing Credit Agreement Administrative Agent in its individual capacity pursuant to the Transaction Documents shall be and remain in full force and effect and that any rights and remedies of the Administrative Agent in its individual capacity thereunder and obligations of the Borrower thereunder shall be and remain in full force and effect, shall not be affected, impaired or any indebtedness or other obligations evidenced thereby. All Loans made, discharged thereby and shall secure all of the Borrower’s Obligations incurred, and liabilities to Administrative Agent and the Lenders under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (as amended and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) restated hereby. Without limiting the foregoing, upon the effectiveness of the amendment parties to this Agreement hereby acknowledge and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, agree that the “Credit Agreement” and the “Loan Documents” shall be deemed referred to refer to the Administrative Agent, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) Transaction Documents shall continue as Commitments from and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to after the date hereof be deemed references to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit this Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Amendment and Restatement. (a) In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders: The parties to this Agreement Borrowers, the Administrative Agent and the Lenders hereby agree that, on the Restatement Effective Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their entirety by the terms terms, conditions and provisions of this Agreement. Neither , and the execution, delivery terms and acceptance provisions of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references , shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in the this Section 10.22, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement) Agreement and referred to herein, individually or collectively, as the “Administrative Agent”, the “Credit Agreement” and the “Prior Loan Documents” shall be deemed to refer to the Administrative Agent”), this Agreement and the Loan Documents;
(iia) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Loans hereunder;
Obligations hereunder to the extent not repaid on or before the Closing Date, (ivb) each of this Agreement and the Administrative Agent shall make such reallocationsNotes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, salesand not as a payment of, assignments or other relevant actions in respect the indebtedness, liabilities and Existing Obligations of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower Borrowers and each Lender that was a “Lender” Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (constituting c) neither the “Required Lenders” under execution and as defined therein) hereby agrees (with effect immediately prior to delivery of such documents nor the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment consummation of any related assignment fee, and no other documents or instruments shall be, or shall be required 67484784_12 transaction contemplated hereunder is intended to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. The parties hereby agree that (i) on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and (zii) in connection with such reallocation, sales, assignments the transactions contemplated under this Section 10.22 shall not give rise to any obligation of the Borrowers to make any payment under Section 3.04 or other relevant actions, the Borrower shall pay all interest and fees outstanding under 3.05 of the Existing Credit Agreement and accrued (other than with respect to the date hereof obligations to the Administrative Agent for the account of the Lenders party hereto, together with make such payments to any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a lender party to the Existing Credit Agreement hereby consents who is not also a party to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effectthis Agreement).
Appears in 1 contract
Samples: Revolving Credit Agreement (Chicago Bridge & Iron Co N V)
Amendment and Restatement. (a) The parties to This Agreement amends and restates in its entirety the Earlier Purchase Agreement. Upon the effectiveness of this Agreement agree that, on the Restatement Effective DateAgreement, the terms and provisions of the Existing Credit Earlier Purchase Agreement shall shall, subject to this Section 14.15, be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documentshereby.
(b) Without limiting Notwithstanding the foregoingamendment and restatement of the Earlier Purchase Agreement by this Agreement:
(i) each Purchaser Interest existing on the date hereof under the Earlier Purchase Agreement shall continue in effect as a Purchaser Interest hereunder, upon the effectiveness without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement contemplated hereby on of the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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 Earlier Purchase Agreement and the Loan Documents;hereby; and
(ii) Seller shall continue to be liable to the “Commitments” Purchasers and the “Letter of Credit Commitments” Agent with respect to (as defined in the Existing Credit AgreementA) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and "Obligations" accrued to the date hereof to under the Administrative Agent for Earlier Purchase Agreement and (B) all agreements on the account part of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders Seller under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party Earlier Purchase Agreement to the Existing Credit Agreement hereby consents to indemnify any of the actions described in Purchasers or the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof.
(c) This Agreement is given in substitution for the Earlier Purchase Agreement and not as payment of any of the actions described obligations of Seller thereunder, and is in no way intended to constitute a novation of the foregoing clause Earlier Purchase Agreement. Nothing contained herein is intended to amend, modify or otherwise affect any obligation of Seller, Servicer, the Originator or the Performance Guarantor (ivin respect of its obligations under any Performance Undertaking) on existing prior to the Restatement Effective Date are hereby waived date hereof.
(d) Upon the effectiveness of this Agreement, each reference to the Earlier Purchase Agreement in any other 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.
(e) Upon the effectiveness of no force this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Earlier Purchase Agreement and effect.any settlements to be made with respect thereto. [SIGNATURE PAGES FOLLOW]
Appears in 1 contract
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except that Borrower, the Agent and the Lenders agree that (i) the incurrence by Borrower of “Indebtedness” under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by Borrower prior to the Closing Date, (iii) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations, and (iv) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities.
(b) The terms and provisions conditions of this Agreement and the Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement.
(c) On and after the Closing Date, (i) all references to the Existing Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified, supplemented or amended and restated), (ii) all references in any Loan Document (other than this Agreement) to any section (or subsection) of the Existing Credit Agreement shall be and hereby are amendedamended to become, superseded and restated in their entirety by mutatis mutandis, references to the terms and corresponding provisions of this Agreement. Neither Agreement and (iii) except as the executioncontext otherwise provides, delivery and acceptance of on or after the Closing Date, all references to this Agreement nor any herein (including for purposes of the terms, covenants, conditions or other provisions set forth herein are intended, nor indemnification and reimbursement of fees) shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or be references to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, as amended and restated hereby (iias it may be further amended, modified or restated).
(d) the liability This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed remain in full force and delivered in connection therewith effect unless specifically amended hereby or (iii) the liability of by any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsDocument.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Samples: Credit Agreement (Trans Energy Inc)
Amendment and Restatement. It is the intention of each of the parties hereto that (a) The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety pursuant to this Agreement so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement, (b) that all Indebtedness and Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents shall be secured by the terms liens and provisions of this Agreement. Neither security interests evidenced under the execution, delivery Loan Documents and acceptance of (c) that this Agreement nor any does not constitute a novation or termination of the terms, covenants, conditions obligations and liabilities existing under the Existing Credit Agreement (or other provisions set forth herein are intended, nor shall they be deemed or construed, serve to effect a novation terminate Section 10.3 of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document of the Borrower’s obligations thereunder with respect to the Administrative Agent (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” Lenders (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” or any other Indemnitee (as defined in the Existing Credit Agreement) shall continue as Commitments )). The parties hereto further acknowledge and Letter agree that this Agreement constitutes an amendment of the Existing Credit Commitments, respectively, hereunder as set forth on Agreement made under and in accordance with the applicable Commitment Schedule;
(iii) the “Loans” (as defined in terms of Section 10.2 of the Existing Credit Agreement) outstanding under . In addition, unless specifically amended hereby or in connection herewith, each of the Loan Documents shall continue in full force and effect. This Agreement restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Closing Date, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions any reference in respect any of the applicable other Loan Documents to the “CommitmentsCredit Agreement” and or any like term shall be deemed to refer to this Agreement. Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I(a) hereto replaces in its entirety such Lender’s “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “LenderCommitment” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waivedif any), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.. US-DOCS\51545218.9
Appears in 1 contract
Samples: Credit Agreement (Ensign Group, Inc)
Amendment and Restatement. (a) The parties Each of the Consenting Existing Lenders has executed and delivered to this Agreement agree that, on the Restatement Effective Date, Administrative Agent and the terms Borrower a signature page to the Existing Lender Consent pursuant to which such Consenting Existing Lender has consented to the amendment and provisions restatement of the Existing Credit Agreement effected hereby.
(b) As of the Closing Date, this Agreement shall amend, and restate as amended, the Existing Credit Agreement, but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and hereby are amendedall documents, superseded instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in their entirety connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto.
(c) Each Existing Lender, as to itself, hereby waives any other Loan Document indemnity claim for breakage costs under Section 2.16 of the Existing Credit Agreement in connection with any Breakage Event resulting from any payment in respect of its Loans (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effecteffected hereby.
Appears in 1 contract
Samples: Credit Agreement (Belmond Ltd.)
Amendment and Restatement. The Borrower, the Agent and the Lenders acknowledge and agree that as of the Amendment Effective Date:
(a) The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded modified and restated in their entirety by on the terms and provisions of this Agreement. Neither conditions, and in the executionform, delivery and acceptance of this Agreement nor any of the termsand, covenantsas so amended, conditions or other provisions set forth herein modified and restated, are intendedratified and confirmed;
(b) all rights, nor shall they be deemed or construed, to effect a novation of any liens or obligations and indebtedness or other obligations which have arisen and remain outstanding under the Existing Credit Agreement or any other Loan Document (as of the Amendment Effective Date including, without limitation, all “Outstandings” as defined in the Existing Credit Agreement) or Agreement shall, subject only to pay, extinguish, release, satisfy or discharge (i) all or any part the effect of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed amendments and delivered in connection therewith or (iii) the liability of any Person with respect modifications to the Existing Credit Agreement effected by this Agreement, continue in full force and effect as rights, obligations and indebtedness under this Agreement, all in accordance with and subject to the provisions herein set forth; provided that nothing in this Agreement shall constitute a new loan or any indebtedness loans or other obligations evidenced thereby. All Loans madethe provision of new credit or the effective repayment and readvance or replacement of such “Outstandings” as of the Amendment Effective Date, and Obligations incurredthe liability of the Borrower in respect of such “Outstandings” shall be and be deemed to be continued under and governed by this Agreement from and after the Amendment Effective Date;
(c) the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, under instruments and other documents as may be requested by the Existing Credit Agreement which Agent (including the assignment of interests in, or the purchase of participations in, such outstanding Loans) to give effect to the foregoing and ensure that the aggregate Outstandings owing to each Lender are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds in proportion to each such Lender’s Rateable Portion of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of all outstanding Outstandings after giving effect to the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreementhereof; and
(vd) each notwithstanding the foregoing, until the occurrence of the signatories hereto that is also a party maturity date with respect to an Existing Bankers’ Acceptance, no adjustment in the Outstandings shall be made to any Lender’s Applicable Percentage of such Existing Bankers’ Acceptance; for certainty, if and to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees extent that any and all required notices and required notice periods under Existing Bankers’ Acceptance is subject to a Rollover or Conversion on or after the Existing Credit Agreement in connection with any Amendment Effective Date, each Applicable Lender shall fund their Applicable Percentage of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effectsuch Rollover or Conversion.
Appears in 1 contract
Samples: Credit Agreement (SemGroup Corp)
Amendment and Restatement. On the date hereof, the Existing Security Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Security Agreement shall thereafter be of no further force and effect, except that the Grantors, the Administrative Agents and the Lenders agree that (a) The parties Liens created under the Existing Security Agreement shall continue to exist under and be evidenced by this Agreement, (b) the Existing Security Agreement agree thatshall continue to evidence the representations and warranties made by the Grantors prior to the date hereof, on the Restatement Effective Date(c) except as expressly stated herein or amended, the terms other Credit Documents are ratified and provisions of confirmed as remaining unmodified and in full force and effect with respect to all Obligations, and (d) the Existing Credit Security Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Security Agreement prior to the date hereof (including any failure, prior to the date hereof, to comply with the covenants contained in the Existing Security Agreement). The amendments and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions restatements set forth herein are intended, nor shall they be deemed or construed, to effect a novation of not cure any liens or indebtedness or other obligations under the Existing Credit Agreement breach thereof or any other Loan Document (“Default” or “Event of Default” under and as defined in the Existing Credit Agreement) or Agreements existing prior to pay, extinguish, release, satisfy or discharge (i) all or the date hereof. This Agreement is not in any part way intended to constitute a novation of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person and liabilities existing under the Existing Credit Agreement or Security Agreement. On and after the Loan Documents date hereof, (as defined under the Existing Credit Agreementx) executed and delivered in connection therewith or (iii) the liability of any Person with respect all references to the Existing Credit Security Agreement (or to any amendment or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(ithereof) all references in the “Loan Documents” Credit Documents (as defined in the Existing Credit other than this 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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Security Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” amended and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived)restated hereby, (y) such reallocation shall satisfy the assignment provisions of Section 9.04 all references to any section (or subsection) of the Existing Security Agreement or in any Credit Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (z) in connection with such reallocationexcept as the context otherwise provides, sales, assignments on or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to after the date hereof hereof, all references to the Administrative Agent this Agreement herein (including for the account purposes of the Lenders party hereto, together with any losses, costs indemnification and expenses incurred by Lenders under Section 2.16 reimbursement of the Existing Credit Agreement; and
(vfees) each of the signatories hereto that is also a party shall be deemed to be references to the Existing Credit Agreement hereby consents Security Agreement, as amended and restated hereby. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Credit Document, all terms and conditions of the actions described Credit Documents remain in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effecteffect unless specifically amended hereby or by any other Credit Document.
Appears in 1 contract
Amendment and Restatement. (a) The parties to this This Agreement agree that, shall become effective on the Restatement Effective Date, the terms Date and shall supersede all provisions of the Existing Credit Agreement as of such date and the Existing Credit Agreement shall thereafter be of no further force and hereby are amendedeffect, superseded and restated in their entirety except to evidence (i) the incurrence by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any Borrower of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement (whether or any other Loan Document (not such obligations are contingent as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit AgreementRestatement Effective Date), (ii) the liability 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. 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. This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of any Person under the Existing Credit Agreement or the Loan Documents (as defined under obligations and liabilities of the Existing Credit Borrower evidenced or provided for thereunder. Without limiting the generality of the foregoing, the Borrower agrees that notwithstanding the execution and delivery of this Agreement) executed and delivered in connection therewith , the security interest, lien, collateral security or (iii) the liability of any Person with respect supporting obligations previously granted to the Existing Credit Agreement Administrative Agent in its individual capacity pursuant to the Transaction Documents shall be and remain in full force and effect and that any rights and remedies of the Administrative Agent in its individual capacity thereunder and obligations of the Borrower thereunder shall be and remain in full force and effect, shall not be affected, impaired or any indebtedness or other obligations evidenced thereby. All Loans made, discharged thereby and shall secure all of the Borrower’s Obligations incurred, and liabilities to Administrative Agent and the Lenders under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (as amended and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) restated hereby. Without limiting the foregoing, upon the effectiveness of the amendment parties to this Agreement hereby acknowledge and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, agree that the “Credit Agreement” and the “Loan Documents” shall be deemed referred to refer to the Administrative Agent, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) Transaction Documents shall continue as Commitments from and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to after the date hereof be deemed references to this Agreement. In Witness Whereof, the Administrative Agent for the account parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.date first above written. Borrower: Runway Growth Finance Corp. By: Name: Title:
Appears in 1 contract
Amendment and Restatement. (a) The parties Borrowers hereby confirm and agree that all Obligations outstanding under the Original Loan Agreement immediately prior to the amendment and restatement thereof as contemplated hereby (such Obligations, the “Original Loan Agreement Obligations”) shall, unless and until paid, continue to remain outstanding under this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety not constitute new Obligations incurred by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the termsBorrowers on or after the Closing Date. The Borrowers hereby confirm that all Original Loan Agreement Obligations are due and owing without offset, covenantsdefense, conditions counterclaim or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation recoupment of any liens kind or nature and as of the Closing Date, none of the Obligors or any of their respective Affiliates has offset rights, counterclaims or defenses of any kind against any of their respective obligations, indebtedness or other obligations liabilities under the Existing Credit Original Loan Agreement or any other Loan Document (as defined in the Existing Credit Original Loan Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part ). As of the Closing Date, immediately prior to the amendment and restatement of the Original Loan Agreement contemplated herein, there exists no Default or Event of Default under and as defined in the Original Loan Agreement.
(b) It is the intention of each of the parties hereto that the Original Loan Agreement be amended and restated so as to preserve the perfection and priority of all Liens securing indebtedness or other and obligations evidenced by of the Existing Credit Agreement, (ii) the liability of any Person Obligors under the Existing Credit Original Loan Agreement or and the other Loan Documents (as defined in the Original Loan Agreement) and that this Agreement does not constitute a novation of the obligations and liabilities of the Obligors existing under the Existing Credit Original Loan Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Amendment and Restatement. (a) The parties to this Agreement agree that, on a. On the Restatement Effective Date, (i) the terms Existing Revolving Credit Commitment of any Existing Lender that is not a Lender under this Agreement shall be terminated (and provisions any notice with respect thereto is hereby waived) and (ii) the Existing Revolving Credit Commitment of any Existing Lender that is a Lender under this Agreement shall be amended to the amount set forth on Schedule I.
b. On the Effective Date, the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither , and the executionExisting Credit Agreement shall thereafter be of no further force and effect, delivery and acceptance of this Agreement nor any except to evidence (i) the incurrence by the Parent Borrower of the terms“Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Effective Date), covenants(ii) the representations and warranties made by the Parent Borrower prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Effective Date (including any failure, conditions or other provisions prior to the Effective Date, to comply with the covenants contained in the Existing Credit Agreement). The amendments and restatements set forth herein are intended, nor shall they be deemed not cure any breach thereof or construed, any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement (if any) existing prior to effect the Effective Date. This Agreement is not in any way intended to constitute a novation of any liens or indebtedness or other the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities.
c. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document (as defined in the Existing Credit Agreement) or to payDocument, extinguish, release, satisfy or discharge (i) all or any part terms and conditions of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed remain in full force and delivered in connection therewith effect unless otherwise specifically amended hereby or (iii) the liability of by any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsDocument.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Amendment and Restatement. (a) The On the ARCA Effective Date, without further action by any of the parties to the Original Credit Agreement, (i) the Original Credit Agreement (excluding the exhibits thereto) will be automatically amended and restated to read as this Agreement agree thatreads, (ii) each of the schedules to the Original Credit Agreement will be replaced by the revised schedules delivered to the Administrative Agent on or prior to the ARCA Effective Date, and (iii) Exhibits H-1 and H-2 will be replaced by revised Exhibits H-1 and H-2 delivered to the Administrative Agent on or prior to the ARCA Effective Date, and Exhibit H-3 will be added, in each case as delivered by the Borrower pursuant to the Amendment and Restatement and Joinder Agreement. On and after the ARCA Effective Date, the terms rights and obligations of all Lenders and the other parties hereto shall be governed by the provisions hereof; provided that the rights and obligations of the Existing parties to the Original Credit Agreement with respect to the period before the ARCA Effective Date shall continue to be governed by the provision thereof as in effect before the ARCA Effective Date.
(b) It is the intention of each of the parties hereto and each Lender that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and that all Indebtedness and Obligations of the Loan Parties hereunder and thereunder shall be secured by the Collateral as set forth in the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement provided that all Loans (other than Tranche B Loans (as defined in the Original Credit Agreement), which are being refinanced on the ARCA Effective Date) or other Credit Extensions outstanding under the Original Credit Agreement shall continue as Loans or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurodollar Loans, with the same Interest Periods as were applicable to such Eurodollar Loans immediately prior to the ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with Section 10.06 hereof, each Loan Document that was in effect immediately prior to the ARCA Effective Date shall continue to be effective, unless the context otherwise requires. The parties hereto and each Lender further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement made under and in accordance with the terms of Section 10.02 of the Original Credit Agreement. In addition, unless specifically amended or replaced as described herein, each of the Loan Documents, the Exhibits and Schedules to the Original Credit Agreement shall continue in full force and effect and that, from and after the ARCA Effective Date, all references to the “Credit Agreement” or “thereof”, “thereunder”, “therein” or “thereby” or each similar reference to the Credit Agreement shall refer to this Agreement.
(c) Each Loan Party hereby are amended, superseded and restated in their entirety by acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Original Credit Agreement effected pursuant to this Agreement. Neither Each Loan Party hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to guarantee and secure, as the executioncase may be, delivery to the fullest extent possible in accordance with the Loan Documents, the payment and acceptance performance of this Agreement nor the Obligations, as the case may be, including without limitation the payment and performance of all such Obligations which are joint and several obligations of each grantor now or hereafter existing, and (ii) grants to the Collateral Agent for the benefit of the Lenders a continuing lien on and security interest in and to such Loan Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the Obligations (whether at state maturity, by acceleration or otherwise).
(d) Each Loan Party acknowledges and agrees that any of the terms, covenants, conditions Loan Documents to which it is a party or other provisions set forth herein are intended, nor otherwise bound shall they continue in full force and effect and that all of its obligations thereunder shall be deemed valid and enforceable and shall not be impaired or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced limited by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement execution or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on of the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in the Existing Original 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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Samples: Credit Agreement (Rovi Corp)
Amendment and Restatement. This Agreement amends, restates and supersedes in its entirety the Existing Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement: (a) The parties to this Agreement agree that, each Transaction outstanding on the Restatement Effective Datedate hereof under the Existing Agreement (other than those refinanced under a separate facility) shall continue in effect as a Transaction hereunder, without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the terms amendment and provisions restatement of the Existing Credit Agreement shall be hereby and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under (b) the Existing Credit Agreement or any other Loan Document Seller shall continue to be liable to the Purchaser for (i) all “Obligations” (under and as defined in the Existing Credit Agreement) or accrued to pay, extinguish, release, satisfy or discharge the date hereof under the Existing Agreement and (iii) all or any agreements on the part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person Seller under the Existing Credit Agreement to indemnify the Purchaser or any Affected Party in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Section 11 thereof. This Agreement is given in substitution for the Existing Agreement and not as payment of any of the obligations of the Existing Seller thereunder, and is in no way intended to constitute a novation of the Existing Agreement. Nothing contained herein is intended to amend, modify or otherwise affect any obligation of the Existing Seller, the Guarantor or the Loan Documents (as defined under Pledgor existing prior to the date hereof. Upon the effectiveness of this Agreement, each reference to the Existing Credit Agreement) Agreement in any other Repurchase Document, or document, instrument or agreement executed and and/or delivered in connection therewith or (iii) shall mean and be a reference to this Agreement unless the liability context otherwise requires. Upon the effectiveness of any Person with respect to this Agreement, the Existing Credit terms of this Agreement or any indebtedness or other obligations evidenced thereby. All Loans madeshall govern all aspects of the Facility, and Obligations incurredincluding, without limitation, the eligibility of Purchased Assets purchased under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (other than those refinanced under a separate facility) and any settlements to be made with respect thereto. Any Existing Seller not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) party to this Agreement as a Seller shall no longer be re-evidenced as Loans and Obligations, respectively, under (a Seller and shall not be governed by liable for the terms of) Obligations under this Agreement and the other Loan Repurchase Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Amendment and Restatement. This Agreement is an amendment and restatement of the Existing Credit Agreement, it being acknowledged and agreed that as of the Effective Date, all obligations outstanding under or in connection with the Existing Credit Agreement and any of the other Loan Documents (asuch obligations, collectively, the “Existing Obligations”) The parties constitute obligations under this Agreement. This Agreement is in no way intended to this constitute a novation of the Existing Credit Agreement agree that, on or the Restatement Existing Obligations. With respect to (i) any date or time period occurring and ending prior to the Effective Date, the terms Existing Credit Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in full force and effect, and (ii) any date or time period occurring or ending on or after the Effective Date, the rights and obligations of the parties hereto shall be governed by this Agreement (including, without limitation, the exhibits and schedules hereto) and the other Loan Documents. From and after the Effective Date, any reference to the Existing Credit Agreement in any of the other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and the provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such provisions and those of the Existing Credit Agreement. Without limiting the generality of Section 10.31, the parties agree that:
(a) all Existing Obligations outstanding as at the Effective Date shall, as of the Effective Date, be deemed to be obligations outstanding hereunder and subject to the terms of this Agreement, and
(b) each of the other Loan Documents (other than the Existing Credit Agreement) is hereby ratified and confirmed in all respects and shall continue in full force and effect, unamended, except that (A) any references therein to the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of deemed to refer to this Agreement. Neither the execution, delivery and acceptance of this Agreement nor (B) any of the terms, covenants, conditions security granted or other provisions set forth herein are intended, nor shall they be deemed guarantee given pursuant to or construed, to effect a novation of any liens or indebtedness or other obligations under in connection with the Existing Credit Agreement or any and the other Loan Document Documents shall continue to secure or guarantee, as applicable, the obligations of the Loan Parties arising pursuant to or in connection with this Agreement (as defined including all such obligations arising initially pursuant to or in connection with the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents).
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Amendment and Restatement. This Agreement is an amendment and restatement of the Existing Credit Agreement, it being acknowledged and agreed that as of the Effective Date, all obligations outstanding under or in connection with the Existing Credit Agreement and any of the other Loan Documents (asuch obligations, collectively, the “Existing Obligations”) The parties constitute obligations under this Agreement. This Agreement is in no way intended to this constitute a novation of the Existing Credit Agreement agree that, on or the Restatement Existing Obligations. With respect to (i) any date or time period occurring and ending prior to the Effective Date, the terms Existing Credit Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in full force and effect, and (ii) any date or time period occurring or ending on or after the Effective Date, the rights and obligations of the parties hereto shall be governed by this Agreement (including, without limitation, the exhibits and schedules hereto) and the other Loan Documents. From and after the Effective Date, any reference to the Existing Credit Agreement in any of the other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and the provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such provisions and those of the Existing Credit Agreement. Without limiting the generality of Section 10.32, the parties agree that:
(a) all Existing Obligations outstanding as at the Effective Date shall, as of the Effective Date, be deemed to be obligations outstanding hereunder and subject to the terms of this Agreement, and
(b) each of the other Loan Documents (other than the Existing Credit Agreement) is hereby ratified and confirmed in all respects and shall continue in full force and effect, unamended, except that (A) any references therein to the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of deemed to refer to this Agreement. Neither the execution, delivery and acceptance of this Agreement nor (B) any of the terms, covenants, conditions security granted or other provisions set forth herein are intended, nor shall they be deemed guarantee given pursuant to or construed, to effect a novation of any liens or indebtedness or other obligations under in connection with the Existing Credit Agreement or any and the other Loan Document Documents shall continue to secure or guarantee, as applicable, the obligations of the Loan Parties arising pursuant to or in connection with this Agreement (as defined including all such obligations arising initially pursuant to or in connection with the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents).
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Amendment and Restatement. (a) The parties to this Agreement hereto agree that, on that as of the Restatement Effective Date, the terms and provisions conditions of the Existing Credit Agreement shall be and hereby are amended, superseded superseded, and restated in their entirety by the terms and provisions of this Agreement. Neither Each of the executionparties hereto agrees that notwithstanding anything to the contrary contained in this Agreement, delivery (x) on or prior to the Restatement Effective Date, the Borrower shall submit a Monthly Report for the period ending on the most recent Monthly Report Date that contains the information required for such Monthly Report as of such date but calculated on a pro forma basis as if the Restatement Effective Date had occurred on such Monthly Report Date (provided, however, that for purposes of preparing Monthly Reports, the modifications to clause (b) of the definition of “Eligible Receivables” and acceptance clause (a) of the definition of “Defaulted Receivables” in this Agreement nor any shall become effective upon the delivery of the terms, covenants, conditions or other provisions set forth herein are intended, nor Monthly Report in November 2010) and (y) that such Monthly Report shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations replace the Monthly Report for such date submitted under the Existing Credit Agreement and shall be the basis for any Borrowing on or any other Loan Document (as defined in after the Existing Credit Agreement) or Restatement Effective Date. This Agreement is not intended to pay, extinguish, release, satisfy or discharge (i) all or any part and shall not constitute a novation of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with indebtedness incurred thereunder. With respect to the Existing Credit Agreement any date or any indebtedness or other obligations evidenced thereby. All Loans made, time period occurring and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately ending prior to the Restatement Effective Date) that (x) such reallocation, sales the rights and assignments obligations of the parties to the Existing Credit Agreement shall be deemed to have been effected governed by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and the “Transaction Documents” (z) in connection as defined therein), and with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents respect to any of the actions described in the foregoing clause (iv) date or time period occurring and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) ending on or after the Restatement Effective Date are hereby waived Date, the rights and obligations of no force the parties hereto shall be governed by this Agreement and effectthe other Transaction Documents (as defined herein).
Appears in 1 contract
Samples: Credit and Security Agreement (Sungard Capital Corp Ii)
Amendment and Restatement. (a) The parties to this Agreement agree that, on Effective immediately upon the Restatement Effective Closing Date, the terms and provisions conditions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions as set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under and the Existing Credit Agreement or any other Loan Document (as defined in shall be superseded by this Agreement. On the Existing Credit Agreement) or to payClosing Date, extinguish, release, satisfy or discharge (i) all or any part the rights and obligations of the indebtedness or other obligations parties evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting Documents and the foregoing, upon the effectiveness grant of the amendment security interests and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references Liens in the Collateral by the Borrowers and the Guarantors under the Existing Credit Agreement and the other “Loan Documents” (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, continue under this Agreement and the other Loan Documents;
(ii) the “Commitments” , and shall not in any event be terminated, extinguished or annulled but shall hereafter continue to be in full force and effect and be governed by this Agreement and the other Loan Documents. All Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the other “Letter of Credit CommitmentsLoan Documents” (as defined in the Existing Credit Agreement) shall continue to be outstanding except as Commitments expressly modified by this Agreement and Letter shall be governed in all respects by this Agreement and the other Loan Documents, it being agreed and understood that this Agreement does not constitute a novation, satisfaction, payment or reborrowing of any Obligation (as defined in the Existing Credit Commitments, respectively, hereunder as set forth on Agreement) under the applicable Commitment Schedule;
(iii) the Existing Credit Agreement or any other “LoansLoan Document” (as defined in the Existing Credit Agreement) outstanding ), nor does it operate as a waiver of any right, power or remedy of the Agent or any Lender under any “Loan Document” (as defined in the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under ). All references to the Existing Credit Agreement) as are necessary Agreement in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and any Loan Document or other document or instrument delivered in no event exceeds each such Xxxxxx’s Commitment hereunder), connection therewith shall be deemed to refer to this Agreement and the Borrower provisions hereof.
(b) It is understood and each Lender agreed that was a “Lender” to the extent that the Commitments of the Lenders under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with in effect immediately prior to this Agreement) are different than the Restatement Effective Commitments of the Lenders set forth on Schedule 1.1(a), then on the Closing Date) that (x) such reallocation, sales and assignments without the necessity of any action on behalf of the Lenders or any other Person, each Lender shall be deemed to have been effected irrevocably sold, transferred, conveyed and assigned to each other Lender a portion of its Commitment (including participation interests in Letters of Credit and Swingline Loans) such that, after giving effect to such assignments by way ofall Lenders, and subject each Lender’s Commitment is equal to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waivedapplicable amount set forth on Schedule 1.1(a), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Samples: Credit Agreement (Clean Harbors Inc)
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective A&R Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither , and the executionExisting Credit Agreement shall thereafter be of no further force and effect, delivery and acceptance of this Agreement nor any except to evidence (i) the incurrence by the Borrower of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the A&R Date), (ii) the representations and warranties made by the Borrower prior to the A&R Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the A&R Date (including any failure, prior to the A&R Date, to comply with the covenants contained in such Existing Credit Agreement). Except as expressly set forth herein, the amendments and restatements set forth herein shall not cure any breach thereof or any other Loan Document (“Default” or “Event of Default” under and as defined in the Existing Credit Agreement) or Agreement prior to pay, extinguish, release, satisfy or discharge (i) all or the A&R Date. This Agreement is not in any part way intended to constitute a novation of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities.
(b) On and after the Loan Documents A&R Date, (as defined under the Existing Credit Agreementi) executed and delivered in connection therewith or (iii) the liability of any Person with respect all references to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” Documents (as defined in the Existing Credit other than this Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative AgentExisting Credit Agreement, as amended and restated hereby, (ii) all references to any Article, Section or sub-clause of the Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) except as the “Loans” context otherwise provides, on and after the A&R Date, all references to this Agreement herein (as defined in the Existing Credit Agreementincluding for purposes of indemnification and reimbursement of fees) outstanding under shall be deemed to be references to the Existing Credit Agreement, if any, shall continue as Loans hereunder;amended and restated hereby.
(ivc) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, 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.
(d) Borrower hereby acknowledges and agrees that (i) the Administrative Agent shall make such reallocationsLiens created and provided for by the Loan Documents continue to secure, salesamong other things, assignments or other relevant actions in respect all obligations arising under this Agreement, and (ii) the Loan Documents and the rights and remedies of Lender thereunder, the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder)obligations of Borrower thereunder, and the Borrower Liens created and each Lender that was a “Lender” under provided for thereunder, remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the Existing Credit Agreement (constituting priority of the “Required Lenders” under Liens and security interests created and provided for by the Loan Documents as defined therein) hereby agrees (with effect immediately to the indebtedness which would be secured thereby prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed giving effect to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit this Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
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Amendment and Restatement. (a) The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or therewith, (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby, or (iv) any deeds of trust, mortgages, liens, security interests or contractual or legal rights securing all or any part of such indebtedness or other obligations. All Loans “Loans” made, and Obligations “Obligations” incurred, under and as defined in the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans of the applicable Class and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents, all as further provided below.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) i. all references in the “Loan Documents” (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;
(ii) . the “Commitments” and the “Letter of Credit Revolving Commitments” (as defined in the Existing Credit Agreement) shall continue as Revolving Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) . subject to the reallocations and other related actions to occur on the Effective Date as contemplated hereby, the “Revolving Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Revolving Loans hereunderhereunder on the Effective Date;
(iv) . the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Revolving Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such XxxxxxLender’s Commitment hereunderof the applicable Class), and the Borrower each Loan Party and each Lender and Departing Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (xA) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (yB) such reallocation shall satisfy the assignment provisions of Section Sections 9.02(d) and 9.04 of the Existing Credit Agreement and (zC) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower Loan Parties shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and;
(v) v. each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect; and
(A) the Borrower shall repay in full the “Revolving Loans” (as defined in the Existing Credit Agreement) previously made to the Borrower by the Departing Lender under the Existing Credit Agreement which remain outstanding as of the Effective Date (accompanied by any accrued and unpaid interest and fees thereon), which repayment is being funded by Revolving Loans advanced hereunder on the Effective Date, (B) the Departing Lender’s “Revolving Commitments” under the Existing Credit Agreement shall be terminated, (C) the Departing Lender shall not be a Lender for any purpose hereunder (except to the extent of any indemnification of the Existing Credit Agreement that is meant to continue to apply to the Departing Lender by its express terms), and (D) the Departing Lender shall be released from any obligation or liability under the Existing Credit Agreement.
(c) Without limiting the foregoing, each Loan Party party hereto, as debtor, grantor, pledgor, guarantor, or another similar capacity in which such Loan Party grants liens or security interests in its properties or otherwise acts as a guarantor, joint or several obligor or other accommodation party, as the case may be, in each case under the “Loan Documents” as defined in the Existing Credit Agreement, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the “Loan Documents” as defined in the Existing Credit Agreement to which it is a party and (ii) to the extent such Loan Party granted liens on or security interests in any of its properties pursuant to any of the “Loan Documents” as defined in the Existing Credit Agreement, hereby ratifies and reaffirms such grant of security (and any filings with Governmental Authorities made in connection therewith) and confirms that such liens and security interests continue to secure the obligations hereunder as further provided in the Collateral Documents.
(d) All indemnification obligations of the Loan Parties pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
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Amendment and Restatement. (a) The parties to Upon the effectiveness of this Amendment Agreement agree that, on the Restatement Effective Dateas provided in Section 2 below, the terms and provisions of the Existing Credit Agreement shall be (including the Schedules and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective DateExhibits thereto) shall be re-evidenced amended and restated to read as Loans set forth in Exhibit A attached hereto (including the Schedules and ObligationsExhibits attached to such Exhibit A), respectively, under (and shall be governed by the terms of) this Agreement and the Administrative Agent is hereby directed to enter into such Loan Documents and to take such other Loan Documentsactions as may be required to give effect to the transactions contemplated hereby. As so amended and restated, the Credit Agreement is hereinafter referred to as the “Restated Credit Agreement”.
(b) Without limiting the foregoing, upon From and after the effectiveness of the such amendment and restatement contemplated hereby on restatement, the Restatement Effective Date terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and except words of similar import, as used in the Restated Credit Agreement, shall, unless the context otherwise expressly provided herein:requires, refer to the Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the term “Credit Agreement”, as used in the Loan Documents, shall mean the Restated Credit Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Restated Credit Agreement.
(ic) all references In order to reflect the renumbering of certain Articles and Sections of the Credit Agreement in the “Restated Credit Agreement, from and after the effectiveness of such amendment and restatement, any reference in any Loan Documents” Document (as defined in other than the Existing Restated Credit Agreement) to Article IV, V, VI, VII, VIII, IX or X of the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” Agreement shall be deemed to refer be a reference to the Administrative AgentArticle III, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit CommitmentsIV, V, VI, VII, VIII or IX, respectively, hereunder as set forth on of the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Restated Credit Agreement, if anyand references to Section numbers in such Articles of the Credit Agreement, shall continue as Loans hereunder;and to Schedules identified by such Section numbers, will be deemed changed to correspond to the numbers of the Articles of the Restated Credit Agreement in which such Sections appear.
(ivd) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto Each LC Subsidiary that is also a party hereto hereby confirms that it is a party to the Existing Credit Agreement and constitutes an “LC Subsidiary” for all purposes thereof, and affirms and agrees that it is bound by all provisions of the Credit Agreement applicable to it as an LC Subsidiary.
(e) In connection with the satisfaction of the condition set forth in clause (h) of Section 4.01 of the Restated Credit Agreement, the Administrative Agent and each Lender party to the Credit Agreement hereby consents to waive any requirement set forth in Section 2.10(d) or any other provision of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with that conditions any prepayment of the actions described in the foregoing clause (iv) Loans thereunder on the Restatement Effective Date are hereby waived and a delivery by a Borrower of no force and effectany prior written notice.
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Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Date, the terms and provisions of Closing Date the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge and (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect references to the Existing Credit Agreement or in any indebtedness or Loan Document other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) than this Agreement and the other Loan Documents.
(bincluding in any amendment, waiver or consent) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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 AgentExisting Credit Agreement as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the Loan Documents;
context otherwise provides, all references to this Agreement herein (iiincluding for purposes of indemnification and reimbursement of fees) the “Commitments” and the “Letter of Credit Commitments” (as defined in shall be deemed to be references to the Existing Credit Agreement) shall continue Agreement as Commitments amended and Letter of Credit Commitmentsrestated hereby. This Agreement is not intended to constitute, respectivelyand does not constitute, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect a novation of the applicable “Commitments” obligations and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” liabilities under the Existing Credit Agreement (constituting including the “Required Lenders” Obligations).
(b) On and after the Closing Date, (i) the Existing Credit Agreement shall be of no further force and effect except as amended and restated hereby and except to evidence (A) the incurrence by the Company or any Subsidiary Borrower of the Obligations under and as defined thereintherein (whether or not such Obligations are contingent as of the Closing Date), (B) hereby agrees (with effect immediately the representations and warranties made by the Borrower or any Subsidiary Borrower prior to the Restatement Effective Closing Date and (C) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in such Existing Credit Agreement) that and (xii) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions ofof this Agreement shall apply to all Obligations incurred under the Existing Credit Agreement.
(c) Except as expressly provided in any Loan Document, Assignment and Assumptions, without the payment of this Agreement (i) shall not cure any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 breach of the Existing Credit Agreement or any “Default” or “Event of Default” thereunder existing prior to the date hereof and (zii) is limited as written and is not a consent to any other modification of any term or condition of any Loan Document, each of which shall remain in connection full force and effect.
(d) Each of the Borrowers and the Company, in its capacity as a guarantor under Article X, hereby acknowledges and agrees that on and after the Closing Date, after giving effect to this Amendment, all of its respective obligations and liabilities under the Loan Documents to which it is a party are reaffirmed, and remain in full force and effect.
(e) Simultaneously with such reallocationthe effectiveness of this Agreement, sales, assignments or other relevant actions, (i) the Borrower shall pay all interest and fees outstanding commitments of any Exiting Lenders under the Existing Credit Agreement are hereby terminated and accrued to (ii) the date hereof to commitments made by the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods lenders under the Existing Credit Agreement in connection with any shall be reallocated and restated among the Lenders so that, as of the actions described in Closing Date, the foregoing clause (iv) Commitments of the Lenders shall be as set forth on the Restatement Effective Date are hereby waived and of no force and effectSchedule 2.01.
Appears in 1 contract
Samples: Credit Agreement (American International Group, Inc.)
Amendment and Restatement. (a) The parties to Borrower, each Guarantor, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement agree that, on the Restatement Effective DateAgreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended, superseded amended and restated in their entirety by the terms terms, conditions and provisions of this Agreement. Neither , and the execution, delivery terms and acceptance of this Agreement nor any provisions of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:, shall be superseded by this Agreement; provided that all consents and waivers obtained in connection with the Existing Agreement shall continue in full force and effect and be applicable to this Agreement.
(ib) all references Notwithstanding this amendment and restatement of the Existing Agreement, including anything in this Section 1.01, and certain of the “related "Loan Documents” (" as defined in the Existing Credit Agreement) to Agreement (the “Administrative Agent”, the “Credit Agreement” and the “"Prior Loan Documents” "), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Agreement and other Prior Loan Documents shall be deemed to refer to the Administrative Agentcontinue as Obligations hereunder, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower and the Guarantors under the Existing Agreement or any Prior Loan Document and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents;
, and (iiiii) certain of the “Commitments” Prior Loan Documents will remain in full force and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitmentseffect, respectively, hereunder as set forth on in this Agreement. Upon the applicable Commitment Schedule;
(iii) effectiveness of this Agreement, all Loans owing by the “Loans” (as defined in the Existing Credit Agreement) Borrower and outstanding under the Existing Credit Agreement, if any, Agreement shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect . Base Rate Loans under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure Agreement shall continue to accrue interest at the Base Rate hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender parties hereto agree that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (Interest Periods for all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees Eurodollar Rate Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurodollar Rate Loans under this Agreement and accrued shall continue to accrue interest at the date hereof to Eurodollar Rate plus the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effectApplicable Margin hereunder.
Appears in 1 contract
Samples: Credit Agreement (Jarden Corp)
Amendment and Restatement. (a) The parties to Borrower the Lender hereby agree that upon the effectiveness of this Agreement agree that, on the Restatement Effective DateAgreement, the terms and provisions of the Existing Prior Credit Agreement shall be and hereby are amended, superseded amended and restated in their entirety by the terms and provisions conditions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting terms and provisions of the foregoingPrior Credit Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Prior Credit Agreement by this Agreement, the Borrower shall continue to be liable to NationsBank with respect to agreements on the part of the Borrower under the Prior Credit Agreement to indemnify and hold harmless NationsBank from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which NationsBank may be subject arising in connection with the Prior Credit Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrower under the Prior Credit Agreement and is not intended to constitute a novation of the 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 amendment Prior Credit Agreement as of the Closing Date, as determined by the Lender, shall constitute Advances hereunder accruing interest (a) with respect to LIBOR Loans under the Prior Credit Agreement, at the LIBOR Rate hereunder and restatement contemplated hereby (b) with respect to Base Rate Loans under the Prior Credit Agreement, at the Base Rate hereunder. The parties hereto agree that all LIBOR Rate Loans outstanding under the Prior Credit Agreement on the Restatement Effective Closing Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments LIBOR Rate Loans hereunder without any compensation pursuant to SECTION 4.4 hereof being due to the Lender. Except as otherwise provided for by the Borrower by delivery to the Issuing Bank of an Application and Letter Agreement for Letters of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment all Documentary Letters of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent issued for the account of the Lenders party hereto, together with Borrower or any losses, costs and expenses incurred by Lenders of its Subsidiaries under Section 2.16 the Prior Credit Agreement as of the Existing Closing Date shall constitute Documentary Letters of Credit Agreement; and
hereunder, and (vy) each all Standby Letters of Credit issued for the account of the signatories hereto that is also a party to Borrower or any of its Subsidiaries under the Existing Prior Credit Agreement hereby consents to any as of the actions described in the foregoing clause (iv) and agrees Closing Date shall constitute Standby Letters of Credit hereunder; PROVIDED, however, that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any as of the actions described in Closing Date the foregoing clause (iv) on Letter of Credit Outstandings shall not exceed the Restatement Effective Date are hereby waived and Total Letter of no force and effectCredit Commitment.
Appears in 1 contract
Amendment and Restatement. (a) The parties to this This Agreement agree thatamends, on restates and supersedes in its entirety the Restatement Effective Date, Original Agreement. Notwithstanding the terms amendment and provisions restatement of the Existing Credit Original Agreement shall be and hereby are amendedby this Agreement, superseded and restated in their entirety except to the extent modified by the express terms and provisions of this Agreement. Neither Agreement or the executionother Repurchase Documents: (a) each Transaction outstanding on the date hereof under the Original Agreement shall continue in effect as a Transaction hereunder, delivery and acceptance of this Agreement nor without any transfer, conveyance, diminution, forbearance, forgiveness or other modification thereto or effect thereon occurring or being deemed to occur by reason of the terms, covenants, conditions or other provisions set forth herein are intended, nor amendment and restatement of the Original Agreement hereby and (b) Seller shall they continue to be deemed or construed, liable to effect a novation of any liens or indebtedness or other obligations Buyer for (i) all "Repurchase Obligations" (under the Existing Credit Agreement or any other Loan Document (and as defined in the Existing Credit Original Agreement) or accrued to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by date hereof under the Existing Credit Agreement, Original Agreement and (ii) all agreements on the liability 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 Person under of the Existing Credit obligations of Seller thereunder, and this Agreement and the Transaction contemplated hereunder are not nor are they in any way intended to and should not be construed to constitute a novation of the Original Agreement. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other Repurchase Document, or the Loan Documents (as defined under the Existing Credit Agreement) document, instrument or agreement executed and and/or delivered in connection therewith or therewith, shall mean and be a reference to this Agreement unless the context otherwise requires. Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the Facility represented by the Original Agreement, including, without limitation, the eligibility of Purchased Assets purchased under the Original Agreement and any settlements to be made with respect thereto. Seller hereby reaffirms all security interests granted by it pursuant to the Repurchase Documents. It is the intention and agreement of each of the parties hereto that (iiiA) the liability perfection and priority of any Person with respect to all security interests securing the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and payment of the Repurchase Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
Repurchase Documents are preserved, (bB) Without limiting the foregoingLiens and security interests granted under the Original Agreement and this Agreement and the other Repurchase Documents shall continue in full force and effect without modification, upon the effectiveness of the amendment interruption, lapse, termination or limitation, and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(iC) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) any reference to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” Repurchase Agreement in any Repurchase Documents shall be deemed to refer to the Administrative Agent, reference this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Samples: Master Repurchase and Securities Contract (Exantas Capital Corp.)
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document and (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (ia) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect references to the Existing Credit Agreement or in any indebtedness or Loan Document other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) than this Agreement and the other Loan Documents.
(bincluding in any amendment, waiver or consent) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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 AgentExisting Credit Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (c) except as the Loan Documents;
context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit 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 Credit Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and liabilities. On and after the Effective Date, (a) the Existing Credit Agreement shall be of no further force and effect except as amended and restated hereby and except to evidence (i) the incurrence by Borrower of the “Obligations” under and as defined therein (whether or not any of such “Obligations” are contingent as of the Effective Date), (ii) the “Commitments” representations and warranties made by Borrower prior to the “Letter of Effective Date and (iii) any action or omission performed or required to be performed pursuant to the Existing Credit Commitments” Agreement prior to the Effective Date (as defined including any failure, prior to the Effective Date, to comply with the covenants contained in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iiib) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit this Agreement and (z) in connection with such reallocationrights and remedies under the Loan Documents, sales, assignments or other relevant actions, the Borrower shall pay apply to all interest and fees outstanding Obligations incurred under the Existing Credit Agreement and accrued to the date hereof to Notes issued thereunder. Except as expressly provided in any Loan Document or any amendment thereto that will become effective on the Administrative Agent for the account of the Lenders party heretoEffective Date, together with this Agreement (a) shall not cure any losses, costs and expenses incurred by Lenders under Section 2.16 breach of the Existing Credit Agreement; and
Agreement or any “Default” or “Event of Default” thereunder existing prior to the Effective Date and (vb) is limited as written and is not a consent to any other modification of any term or condition of any Loan Document, each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described which shall remain in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effect.
Appears in 1 contract
Samples: Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Amendment and Restatement. On the date that the Administrative Agent (aor its counsel) The parties to shall have received from each of Holdings, the Borrower and the Required Lenders either (i) a counterpart of this Agreement agree thatsigned on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, on the following provisions of this Agreement shall become effective and enforceable (and all other provisions of this Agreement shall not be effective or enforceable): (x) the definition of the term “Restatement Effective Date” in Section 1.01 (and the parties will act in good faith to determine whether the conditions set forth in the definition of “Restatement Effective Date” have been satisfied); (y) Sections 9.09, 9.10 and 9.11 and (z) this Section 9.16 (and any defined terms used directly or indirectly in the definition of “Restatement Effective Date”, and referenced Sections 9.09, 9.10, 9.11 and this Section 9.16). On the Restatement Effective Date, the terms Current Credit Agreement will be automatically amended and restated in its entirety to read in full as set forth herein, and all of the provisions of this Agreement which were previously not effective or enforceable shall become effective and enforceable. On and after the Restatement Effective Date, the rights and obligations of the parties hereto shall be governed by the Current Credit Agreement, as amended and restated by this Agreement, provided that the rights and obligations of the parties hereto with respect to the period prior to the Restatement Effective Date shall be governed by the provisions of the Existing Current Credit Agreement. Once the Restatement Effective Date has occurred, all references to the Current Credit Agreement in any document, instrument, agreement or writing shall be and hereby are amended, superseded deemed to refer to the Current Credit Agreement as amended and restated by this Agreement, and provided further, however, that the rights and obligations of the parties hereto with respect to Net Proceeds received by or on behalf of Holdings, the Borrower, or any Subsidiary in their entirety respect of any Prepayment Event described in clause (a) of the definition of “Prepayment Event” occurring prior to the Restatement Effective Date (as such clause was in effect prior to the Restatement Effective Date) shall also with respect to the period after the Restatement Effective Date be governed by the terms and provisions of this the Current Credit Agreement. Neither Effective as of the executionRestatement Effective Date, delivery the Lenders waive any Default under the Current Credit Agreement resulting from the EMP Merger, if any. On or prior to the Restatement Effective Date, each Consenting Lender shall deliver to the Administrative Agent an executed counterpart of the release (in the form attached as Exhibit C, the “Release”) for the Administrative Agent to hold in escrow; upon receipt of any Affirming Party’s (as defined in the Release) affirmation letter (the form of which is attached to Exhibit C) in form and acceptance of substance satisfactory to the Required Lenders, the Administrative Agent shall release such signature pages to such Affirming Party granting them the Release. Other than as specifically provided herein, this Agreement nor shall not operate as a waiver or amendment of any right, power or privilege of the terms, covenants, conditions Administrative Agent or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations Lender under the Existing Current Credit Agreement or any other Loan Document (as defined in the Existing Current Credit Agreement) or to pay, extinguish, release, satisfy of any other term or discharge (i) all or any part condition of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Current Credit Agreement or any indebtedness other Loan Document, nor shall the entering into of this Agreement preclude the Administrative Agent and /or any Lender from refusing to enter into any further waivers or other obligations evidenced therebyamendments with respect thereto. All Loans madeThis Agreement is not intended by any of the parties hereto to be interpreted as a course of dealing which would in any way impair the rights or remedies of the Administrative Agent or any Lender except as expressly stated herein, and Obligations incurred, under no Lender shall have any obligation to extend credit to the Existing Credit Agreement which are outstanding on Borrower other than pursuant to the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds strict terms of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents, as amended, modified or supplemented to date (including by means of this Agreement).
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Amendment and Restatement. Upon satisfaction with each of the conditions set forth in Section 4.3 (a) The parties 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 agree thatAgreement), on the Restatement Effective Date, the terms and provisions of the Existing Credit this Agreement shall be deemed to amend and hereby are amended, superseded and restated restate in their its entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document Agreement, at which time (as defined in the Existing Credit Agreement"Effective Time") or to pay, extinguish, release, satisfy or discharge each Lender and each Restricted Person hereby agrees that (i) all or any part the Percentage Share of each Lender shall be as set forth in the indebtedness or other obligations evidenced by the Existing Credit definition to this Agreement, (ii) the liability of any Person loans outstanding under the Existing Credit Agreement or the Loan Documents (as defined and all accrued and unpaid interest thereon, all letters of credit issued and outstanding under the Existing Credit Agreement) executed Agreement and delivered in connection therewith or (iii) the liability of any Person reimbursement obligations with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans madethereto, and Obligations incurred, all accrued and unpaid fees and expenses under the Existing Credit Agreement which are outstanding on (the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date"Outstanding Obligations") shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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 Agentbe outstanding under and governed by this Agreement, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding any "Lender" under the Existing Credit Agreement that is not a signatory hereto as a Lender under this Agreement, if any, shall continue as Loans hereunder;
(iv) to be a Lender, subject to the Administrative Agent shall make such reallocationsrights, salesremedies and obligations of a "Lender" in this Agreement, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way ofwaived or released any of its rights or remedies, and subject to nor released from its obligations under the terms and conditions ofExisting Agreement, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived)such rights, (y) remedies and obligations shall continue pursuant to, and as may be amended or restated pursuant to, the terms hereof; provided, until such reallocation shall satisfy time as all "Lenders" under the assignment provisions of Section 9.04 Existing Agreement execute and deliver this Agreement, any term or provision of the Existing Credit Agreement and (z) in connection with such reallocationstated herein to be amended hereby that would, salesunder the terms of the Existing Agreement, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding require each "Lender" under the Existing Credit Agreement to consent to such amendment shall not be so amended, and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of such term or provision as set forth in the Existing Credit Agreement shall be deemed to be incorporated herein verbatim and with respect to such term or provisions, shall be the operative provision of this Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and , until such time as all required notices and required notice periods "Lenders" under the Existing Credit Agreement in connection with any shall have executed and delivered this Agreement, at which time such amended terms or provisions as set forth herein shall thereafter govern; provided, further, however, for the avoidance of doubt, all other terms and provisions of this Agreement shall be effective upon satisfaction of the actions described conditions set forth in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effectSection 4.3. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
Appears in 1 contract
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Initial Funding Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their its entirety by the terms and provisions of this Agreement. Neither , and the executionExisting Credit Agreement shall thereafter be of no further force and effect, delivery and acceptance of this Agreement nor any except to evidence (i) the incurrence by the Borrower of the terms“Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Initial Funding Date but without duplication of the Obligations hereunder), covenants(ii) the representations and warranties made by the Borrower prior to the Initial Funding Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Initial Funding Date (including any failure, conditions on or other provisions prior to the Initial Funding Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein are intended, nor shall they be deemed not cure any breach thereof or construed, any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing on or prior to effect the Initial Funding Date. This Agreement is not in any way intended to constitute a novation of any liens or indebtedness or other the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities.
(b) The terms and conditions of this Agreement and the Agents’, Lenders’ and Issuing Bank’s rights and remedies under this Agreement and the other Loan Document (Documents shall apply to all of the “Obligations” incurred under and as defined in the Existing Credit Agreement.
(c) or to payOn and after the Initial Funding Date, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect references to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” Documents (as defined in the Existing Credit other than this Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative AgentExisting Credit Agreement, as amended and restated hereby, (ii) all references to any Article, Section, paragraph or sub-clause of the Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) except as the “Loans” context otherwise provides, on or after the Initial Funding Date, all references to this Agreement herein (as defined in the Existing Credit Agreementincluding for purposes of indemnification and reimbursement of fees) outstanding under shall be deemed to be references to the Existing Credit Agreement, if any, shall continue as Loans hereunder;amended and restated hereby.
(ivd) the Administrative Agent shall make such reallocationsThis amendment and restatement is limited as written and is not a consent to any other amendment, salesrestatement or waiver, assignments whether or not similar and, except as expressly provided herein or in any other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder)Loan Document, and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the all terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) Loan Documents remain in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effecteffect unless otherwise specifically amended hereby or any other Loan Document.
Appears in 1 contract
Amendment and Restatement. (a) The parties to this terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Loan Agreement agree thatare, on effective as of the Restatement Effective Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their entirety entirety, and as so amended and restated, replaced and superseded by, the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement; provided, that, nothing herein or in the other Financing Agreements shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the “Obligations” existing under (and as defined in) the Existing Loan Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers evidenced by or arising under the Existing Loan Agreement or impair or adversely affect the continuation of the security interests, liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers to Agent pursuant to or in connection with the Existing Loan Agreement. All Existing Obligations of Borrowers to Agent and Lenders, and all other loans, advances and other financial accommodations under the Existing Loan Agreement, that are outstanding and unpaid as of the date hereof pursuant to the Existing Loan Agreement (including, without limitation, all Existing Obligations now or hereafter arising in connection with the Existing Letters of Credit) shall be deemed Obligations of Borrowers under this Agreement which are secured by Liens in the Collateral pursuant to the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
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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 agree:
(a) The parties to this Agreement agree that, on On the Restatement Effective Closing Date, the terms and provisions of the Existing Previous Credit Agreement shall be and hereby are amended, superseded amended and restated in their entirety by the terms terms, conditions and provisions of this Agreement. Neither , and the executionterms and provisions of the Previous Credit Agreement, delivery except as otherwise expressly provided herein, shall be superseded by this Agreement.
(b) Notwithstanding this amendment and acceptance restatement of the Previous Credit Agreement, including anything in this Section 1.07, and of any related “Loan Documents” (as such term is defined in the Previous Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Previous Credit Agreement) outstanding under the Previous Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on the Closing Date and shall now be owing by Borrower, and (ii) each of this Agreement nor any of and the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or 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 Lehigh, EROP, Lehigh Xxxxxx, Xxxxxx Realty, Lehigh Ohio and EROP Ohio under the Previous Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of this Agreement, the Notes and such Loan Documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Previous Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date: (1) all Loans and Letters of Credit (in each case as defined in the Existing Previous Credit Agreement) or to payowing by Lehigh, extinguishEROP, releaseLehigh Xxxxxx, satisfy or discharge Xxxxxx Realty, Lehigh Ohio and EROP Ohio and outstanding under the Previous Credit Agreement shall continue as Loans and Letters of Credit hereunder owing by Borrower and shall constitute advances hereunder, (i2) all or Base Rate Loans under the Previous Credit Agreement and not converted into Eurodollar Rate Loans shall accrue interest at the Base Rate hereunder, and (3) the Interest Periods for all Eurodollar Rate Loans outstanding under the Previous Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, together with any part additional amounts required by Section 3.05 of the indebtedness or other obligations evidenced Previous Credit Agreement (unless waived by the Existing applicable Lender under the Previous Credit Agreement), and the Borrower shall furnish to the Administrative Agent Committed Loan Notices selecting the interest rates for existing Loans.
(c) The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth on 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/or Lenders under the Previous Credit Agreement, (ii) the liability of any Person and from each Lender or Lender under the Existing Previous Credit Agreement to each other Lender, as applicable, with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumption (as defined in the Previous Credit Agreement) under the Previous Credit Agreement. Notwithstanding anything to the contrary in Article X of the Previous Credit Agreement or 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 Loan Documents Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Lenders under the Previous 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 under in the Existing Previous Credit Agreement) executed such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.
(d) Notwithstanding anything herein to the contrary, the parties hereby agree that, from and delivered after the Closing Date, any “Loan Party” or “Parent Limited Pledgor” (in connection therewith or (iiieach case, as defined in the Previous Credit Agreement) the liability of any Person that was an obligor with respect to the Existing Previous Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (as defined in the Existing Previous Credit Agreement) that is not a Loan Party hereunder or under the other Loan Documents shall not have any obligations hereunder or thereunder and the Administrative Agent hereby releases such Person from all obligations arising from or otherwise related to the “Administrative Agent”, the “Previous Credit Agreement” Agreement and the other “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Previous Credit Agreement) shall continue as Commitments and Letter of Credit Commitmentsand, respectively, hereunder as set forth on the applicable Commitment Schedule;Closing Date, shall terminate all Liens in favor of the Administrative Agent with respect to the assets and properties of each such Person, including the return of all promissory notes that had been pledged to the Administrative Agent.
(iiie) The Administrative Agent hereby consents to the transactions described in the Contribution Agreement, which shall occur simultaneously with the closing hereunder, and no “LoansEvent of Default” (as defined in the Existing Previous Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment occurred as a result of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding transactions under the Existing Previous Credit Agreement and accrued to Agreement. On the date hereof to Closing Date, the Administrative Agent for the account agrees to terminate all Liens in favor of the Lenders party hereto, together Administrative Agent with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party respect to the Existing Credit Agreement hereby consents to any of the actions described Spun-Off Assets (as defined in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effectContribution Agreement).
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Amendment and Restatement. (a) The parties This Agreement amends and restates in its entirety the Receivables Sale Agreement dated as of December 18, 2002 between the Originator and the Buyer (as amended or otherwise modified prior to the date hereof. Upon the effectiveness of this Agreement agree thatAgreement, on the Restatement Effective Date"Earlier Sale Agreement"), the terms and provisions of the Existing Credit Earlier Sale Agreement shall shall, subject to this Section 7.11, be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documentshereby.
(b) Without limiting Notwithstanding the foregoingamendment and restatement of the Earlier Sale Agreement by this Agreement:
(i) each Subordinated Loan existing on the date hereof under the Earlier Sale Agreement shall continue in effect as a Subordinated Loan hereunder, upon the effectiveness without any diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement contemplated hereby on of the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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 Earlier Sale Agreement and the Loan Documents;hereby; and
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) Originator shall continue as Commitments and Letter to be liable to the Buyer with respect to all obligations of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding it under the Existing Credit Sale Agreement, if anyincluding, shall continue as Loans hereunder;without limitation, (A) any obligations to repurchase Receivables from the Buyer under the Existing Sale Agreement and (B) all agreements on the part of the Originator under the Earlier Sale Agreement to indemnify the Buyer in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article VI thereof.
(ivc) This Agreement is given in substitution for the Administrative Agent shall make such reallocationsEarlier Sale Agreement and not as payment of any of the obligations of Originator or the Seller thereunder, salesand is in no way intended to constitute a novation of the Earlier Sale Agreement. Nothing contained herein is intended to amend, assignments modify or other relevant actions otherwise affect any obligation of the Buyer, the Originator or the Performance Guarantor (in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect its obligations under the Existing Credit Agreementany Performance Undertaking) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately existing prior to the Restatement Effective Datedate hereof.
(d) that (x) such reallocationUpon the effectiveness of this Agreement, sales and assignments shall be deemed to have been effected by way of, and subject each reference to the terms and conditions ofEarlier Sale Agreement in any other document, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents instrument or instruments shall be, or shall be required to be, agreement executed and/or delivered in connection with such assignments therewith shall mean and be a reference to this Agreement unless the context otherwise requires.
(e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 aspects of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effecttransactions contemplated herein.
Appears in 1 contract
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, restated and superseded and restated in their its entirety by the terms and provisions of this Agreement. Neither the execution, delivery The parties hereto acknowledge and acceptance of agree that (a) this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, the Notes delivered pursuant to Section 2.09 (iithe “Restated Notes”) and the liability of any Person under the Existing other Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith herewith do not constitute a novation, payment and reborrowing, or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness termination of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan DocumentsObligations” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with in effect immediately prior to the Restatement Effective Date) that ; (xb) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to “Obligations” are in all respects continuing with only the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed thereof being modified as provided in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement this Agreement; and (zc) in connection with such reallocation, sales, assignments or other relevant actions, upon the Borrower shall pay effectiveness of this Agreement all interest and fees loans outstanding under the Existing Credit Agreement and accrued to immediately before the date hereof to the Administrative Agent for the account effectiveness of this Agreement will be part of the Lenders party heretoLoans hereunder on the terms and conditions set forth in this Agreement.
(b) Notwithstanding the modifications effected by this Agreement of the representations, together with any losses, costs warranties and expenses incurred by Lenders under Section 2.16 covenants of Borrower contained in the Existing Credit Agreement; and
(v) each of , the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) Borrower acknowledges and agrees that any choses in action or other rights created in favor of any Lender and all required notices its respective successors arising out of the representations and required notice periods warranties of the 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 Existing Credit Agreement, shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in connection with any respect of the actions described loans thereunder (including all “Obligations”, as defined thereunder) are evidenced by this Agreement as provided in Article I hereof.
(c) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(d) On and after the Effective Date, each reference in the foregoing clause (iv) on Credit Documents to the Restatement Effective Date are hereby waived “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Credit Agreement shall mean and of no force and effectbe a reference to this Agreement.
Appears in 1 contract
Amendment and Restatement. (a) The parties to this This Agreement agree that, on amends and restates in its entirety the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Initial Loan Agreement. Neither This Agreement and the executionother Loan Documents govern the present relationship between the Obligors, delivery Agent and acceptance of this Agreement nor any of the termsLenders. This Agreement, covenantshowever, conditions or other provisions set forth herein are is in no way intended, nor shall they it be deemed or construed, to affect, replace, impair or extinguish the creation, attachment, perfection or priority of the security interests in, and other Liens on, the Collateral, which security interests and other Liens each of the Obligors, by this Agreement, acknowledges, reaffirms and confirms to Agent and Lenders. In addition, except as otherwise provided herein, all monetary obligations and liabilities and indebtedness created or existing under, pursuant to, or as a result of, the Initial Loan Agreement, other than Excluded Swap Obligations (the “Initial -107- Loan Agreement Obligations”) shall continue in existence within the definition of “Obligations” under this Agreement, which obligations, liabilities and indebtedness the Obligors, by this Agreement, acknowledge, reaffirm and confirm. The Obligors agree that any outstanding commitment or other obligation to make advances or otherwise extend credit or credit support to any Obligor pursuant to the Initial Loan Agreement is superseded by, and renewed and consolidated under, this Agreement. The Obligors represent and warrant that none of them have assigned or otherwise transferred any rights arising under the Initial Loan Agreement. To the extent not amended and restated as of the Closing Date, the Loan Documents executed in connection with the Initial Loan Agreement and in effect prior to the Closing Date (the “Existing Loan Documents”) shall continue in full force and effect, are hereby ratified, reaffirmed and confirmed in all respects, and shall, for the avoidance of doubt, constitute “Loan Documents” under this Agreement. The terms of the Loan Documents that correspond to the Existing Loan Documents that have been amended and restated as of the Closing Date shall govern for any period occurring on or after the Closing Date, and the terms of such Existing Loan Documents prior to their amendment and restatement shall govern for any period beginning before the Closing Date and ending on the day immediately preceding the Closing Date. In furtherance of the foregoing, (i) each reference in any Loan Document to the “Loan Agreement”, any other Loan Document that is being amended and restated as of the Closing Date, “thereunder”, “thereof” or words of like import, is hereby amended, mutatis mutandis, as applicable in the context, to be a novation reference to, and shall thereafter mean, this Agreement or such other amended and restated Loan Document, as applicable in the context (as each may be amended, modified or supplemented and in effect from time to time) and (ii) the definition of any liens or indebtedness or other obligations under term defined in any Loan Document by reference to the Existing Credit Agreement terms defined in the “Loan Agreement” or any other Loan Document that is being amended and restated as of the Closing Date is hereby amended to be defined by reference to the defined term in this Agreement or such other amended and restated Loan Document, as applicable (as defined each may be amended, modified or supplemented and in effect from time to time). It is acknowledged and agreed that this Agreement is an “ABL Agreement” for all purposes under the Existing Credit Intercreditor Agreement) or to pay, extinguishand, release, satisfy or discharge (i) all or any part as of the indebtedness or other obligations evidenced by date hereof, is the Existing Credit only “ABL Agreement” in existence for purposes of the Intercreditor Agreement, (ii) and the liability of any Person Agent is the “ABL Representative” for all purposes under the Existing Credit Intercreditor Agreement. In order to induce Lenders to enter into this Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (Closing Date, each Obligor hereby represents, warrants and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans covenants to Lenders that it has determined that each Obligor will benefit specifically and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of materially from the amendment and restatement contemplated hereby of the Initial Loan Agreement pursuant to this Agreement on the Restatement Effective Closing Date and except as otherwise expressly provided herein:
(i) all references in that each Obligor requested and bargained for the “Loan Documents” (as defined in structure and terms of and security for the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, Loans contemplated by this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the Closing Date. Release. EACH OBLIGOR HEREBY ACKNOWLEDGES THAT AS OF THE DATE HEREOF IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “LoansOBLIGATIONS” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit AgreementOR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ANY LENDER. EACH OBLIGOR HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES AGENT AND EACH LENDER AND THEIR RESPECTIVE PREDECESSORS, if anyAGENTS, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocationsEMPLOYEES, salesSUCCESSORS AND ASSIGNS, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.FROM
Appears in 1 contract
Amendment and Restatement. (a) The parties This Agreement amends and restates in its entirety the Existing Credit Agreement. This Agreement and the other Loan Documents govern the present relationship between the Loan Parties, Agent and Lenders. This Agreement, however, is in no way intended, nor shall it be construed to this Agreement agree thataffect, on replace, impair or extinguish the Restatement Effective Datecreation, attachment, perfection or priority of the security interests in, and other Liens on, the terms Collateral, which security interests and provisions other Liens each of the Loan Parties by this Agreement, acknowledges, reaffirms and confirms to Agent and Lenders. In addition, except as otherwise provided herein, all monetary obligations and liabilities and indebtedness created or existing under, pursuant to, or as a result of, the Existing Credit Agreement, other than Excluded Swap Obligations (the “Existing Credit Agreement Obligations”) shall continue in existence within the definition of “Obligations” under this Agreement, which obligations, liabilities and indebtedness the Loan Parties, by this Agreement, acknowledge reaffirm and confirm. Nothing herein shall be construed to be a novation or extinguishment of the Existing Credit Agreement shall be Obligations. The Loan Parties agree that any outstanding commitment or other obligation to make advances or otherwise extend credit or credit support to any Loan Party pursuant to the Existing Credit Agreement is superseded by, and hereby are amendedrenewed and consolidated under, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery The Loan Parties represent and acceptance warrant that none of this Agreement nor them have assigned or otherwise transferred any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations rights arising under the Existing Credit Agreement. To the extent not amended and restated as of the Closing Date, the Loan Documents executed in connection with the Existing Credit Agreement and in effect prior to the Closing Date (the “Existing Credit Documents”) (i) shall continue in full force and effect, (ii) are hereby ratified, reaffirmed and confirmed in all respects, and (iii) shall, for the avoidance of doubt, constitute “Loan Documents” under this Agreement. The terms of the Loan Documents relating to the terms of the Existing Credit Documents that have been amended and restated as of the Closing Date shall govern for any period occurring on or after the Closing Date and the terms of such Existing Credit Documents prior to their amendment and restatement shall govern for any period beginning before the Closing Date and ending on the day immediately preceding the Closing Date. In furtherance of the foregoing, (b) each reference in any Loan Document to the “Loan Agreement” or any other Loan Document that is being amended and restated as of the Closing Date, is hereby amended, mutatis mutandis, as applicable in the context, to be a reference to, and shall thereafter mean, this Agreement or such other amended and restated Loan Document, as applicable in the context (as each may be amended, modified or supplemented and in effect from time to time) and (c) the definition of any term defined in any Loan Document by reference to the terms defined in the Existing “Loan Agreement” or any other Loan Document that is being amended and restated as of the Closing Date, is hereby amended to be defined by reference to the defined term in this Agreement or such other amended and restated Loan Document as applicable (as each may be amended, modified or supplemented and in effect from time to time). It is acknowledged and agreed that this Agreement is an “ABL Credit Agreement) or to pay” for all purposes under the ABL Intercreditor Agreement, extinguishand, release, satisfy or discharge (i) all or any part as of the indebtedness or other obligations evidenced by date hereof, is the Existing only “ABL Credit Agreement” in existence for purpose of the ABL Intercreditor Agreement, (ii) and the liability of any Person Agent is the “ABL Collateral Agent” for all purposes under the Existing Credit ABL Intercreditor Agreement. In order to induce Lenders to enter into this Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (Closing Date, each Loan Party hereby represents, warrants and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans covenants to Lenders that it has determined that each Loan Party will benefit specifically and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of materially from the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement pursuant to this Agreement on the Closing Date and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest that each Loan Party requested and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent bargained for the account structure and terms of and security for the Lenders party hereto, together with any losses, costs and expenses incurred Loans contemplated by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit this Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effectClosing Date.
Appears in 1 contract
Samples: Loan, Security and Guarantee Agreement (Kraton Performance Polymers, Inc.)
Amendment and Restatement. This Agreement is an amendment and restatement of the Existing Credit Agreement, it being acknowledged and agreed that as of the Effective Date, all obligations outstanding under or in connection with the Existing Credit Agreement and any of the other Loan Documents (asuch obligations, collectively, the “Existing Obligations”) The parties constitute obligations under this Agreement. This Agreement is in no way intended to this constitute a novation of the Existing Credit Agreement agree that, on or the Restatement Existing Obligations. With respect to (i) any date or time period occurring and ending prior to the Effective Date, the terms Existing Credit Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in full force and effect, and (ii) any date or time period occurring or ending on or after the Effective Date, the rights and obligations of the parties hereto shall be governed by this Agreement (including, without limitation, the exhibits and schedules hereto) and the other Loan Documents. From and after the Effective Date, any reference to the Existing Credit Agreement in any of the other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and the provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such provisions and those of the Existing Credit Agreement. Without limiting the generality of Section 10.32, the parties agree that:
(a) all Existing Obligations outstanding as at the Effective Date shall, as of the Effective Date, be deemed to be obligations outstanding hereunder and subject to the terms of this Agreement, and
(b) each of the other Loan Documents (other than the Existing Credit Agreement) is hereby ratified and confirmed in all respects and shall continue in full force and effect, unamended, except that (A) any references therein to the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of deemed to refer to this Agreement. Neither the execution, delivery and acceptance of this Agreement nor (B) any of the terms, covenants, conditions security granted or other provisions set forth herein are intended, nor shall they be deemed guarantee given pursuant to or construed, to effect a novation of any liens or indebtedness or other obligations under in connection with the Existing Credit Agreement or any and the other Loan Document Documents shall continue to secure or guarantee, as applicable, the obligations of the Loan Parties arising pursuant to or in connection with this Agreement (as defined including all such obligations arising initially pursuant to or in connection with the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
). -190- To: Bank of America, N.A., as Administrative Agent 100 Xxxxxxx Xxxxxx, 0xx Floor Boston, Massachusetts 02110 Attention: Mr. Mxxxxxx Xxxxxx Re: Amended and Restated Credit Agreement dated as of July 6, 2017 (bas modified, amended, supplemented or restated and in effect from time to time, the “Credit Agreement”) Without limiting the foregoingby and between, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
among others, (i) all references in SXXXX HOLDINGS LLC, a Delaware limited liability company (“Holdings”) and as a Domestic Borrower, (ii) the “Loan Documents” other Domestic Borrowers, (iii) the Guarantors party thereto, and (iv) Bank of America, N.A., as defined in the Existing Credit Agreement) to Administrative Agent (the “Administrative Agent”), for its own benefit and the “benefit of the other Credit Parties. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement” . Ladies and the “Loan Documents” shall be deemed to refer Gentlemen: Holdings refers to the Administrative Agent, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing above described Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, hereby irrevocably notifies you of the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued [Committed Borrowing][Conversion of Committed Loans from one Type to the date hereof to the Administrative Agent for the account other Type][continuation of Term SOFR Loans] requested below:
1. The Business Day of the Lenders party heretoproposed [Committed Borrowing][Conversion][continuation] is , together with any losses, costs and expenses incurred by Lenders under Section 2.16 202_.1
2. The aggregate amount of the Existing Credit Agreement; and
proposed [Committed Borrowing] [Conversion] [continuation] is (va) each $ (which shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof, in the case of Term SOFR Loans or BA Equivalent Loans), or (b) $ (which, in the case of Domestic Prime Rate Loans or US Index Rate Loans, shall be in a principal amount of $500,000, or a whole multiple of $100,000 in excess thereof or the Equivalent Amount thereof), which [Committed Borrowing][Conversion][continuation] consists of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) following Types and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.following requested currency:
Appears in 1 contract
Amendment and Restatement. (a) The parties to this Agreement agree that, on On the Restatement Effective Date, the terms Existing Credit Agreement shall be amended and provisions of restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and hereby are amendedeffect, superseded and restated in their entirety except to evidence (i) the incurrence by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any Borrower of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement (whether or not such obligations are contingent as 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). The amendments and restatements set forth herein shall not cure any breach thereof or any other Loan Document (“Default” or “Event of Default” under and as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) . It is the intention of each of the parties hereto that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Secured Obligations” under the Loan Documents and that all “Secured Obligations” of the Borrower and the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced under the Security Documents, and that this Agreement does not constitute a novation or termination of the Indebtedness and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.163)
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp)
Amendment and Restatement. This Agreement amends and restates the provisions of the Prior Agreement and, as of the Effective Date, except as expressly modified herein: (a) The parties to this Agreement agree that, on the Restatement Effective Date, all of the terms and provisions of the Existing Credit Prior Agreement shall be and hereby are amendedcontinue to apply for the period prior to the Effective Date, superseded and restated in their entirety by the terms and provisions including any determinations of this Agreement. Neither the executionpayment dates, delivery and acceptance interest rates, Events of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement Default or any other Loan Document amount that may be payable, and (b) the Obligations (as defined in the Existing Credit Prior Agreement) under the Prior Agreement shall continue to be paid or prepaid in accordance with the Prior Agreement on or prior to paythe Effective Date, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced and be secured by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans madeCollateral, and Obligations incurredshall, under from and after the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) , continue to be owing, shall be re-evidenced as Loans and Obligations, respectively, under (constitute Obligations hereunder and shall be governed by subject to the terms of) of this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all Agreement. All references in the Financing Agreements to the Prior Agreement shall be deemed to include references to this Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time, and such Financing Agreements are hereby amended to reflect such changed reference. Each Lender hereunder that was a party to the Prior Agreement immediately prior to the Effective Date agrees that its “Loan DocumentsCommitment” (as defined in the Existing Credit Prior Agreement) shall be terminated upon the Effective Date and shall be replaced with the Commitment assigned to such Lender under Schedule I hereto as in effect on the “Administrative Agent”Effective Date. On the Effective Date, the “Credit Agreement” and the “Loan Documents” Revolving Loans then outstanding shall be deemed allocated to refer to each such Lender in accordance with its Pro Rata Share. To the Administrative Agentextent Eurodollar Rate Loans (outstanding under the Prior Agreement) are prepaid on the Effective Date, each Lender agrees that it will not require indemnification for prepayment of such Eurodollar Rate Loans under Section 3.3(d) of the Prior Agreement or this Agreement. Each remaining Eurodollar Rate Loan under the Prior Agreement shall rollover and continue as a Eurodollar Rate Loan under this Agreement and the Interest Period designated for such Eurodollar Rate Loan Documents;
(ii) under the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) Prior Agreement shall continue under this Agreement until its original date for termination as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding determined under the Existing Credit Prior Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Samples: Loan and Security Agreement (Delco Remy International Inc)
Amendment and Restatement. (a) The parties to hereto agree that upon (i) the execution and delivery of this Agreement agree that, on by each of the Restatement Effective Dateparties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 5.01, the terms and provisions conditions of the Existing Credit Previous Agreement shall be and hereby are amended, superseded superseded, and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery This Agreement is not intended to and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect not constitute a novation of any liens or indebtedness or other obligations under the Existing Credit Previous Agreement or the Indebtedness incurred thereunder. With respect to any other Loan Document (as defined in date or time period occurring and ending prior to the Existing Credit Agreement) or to payClosing Date, extinguish, release, satisfy or discharge (i) all or any part the rights and obligations of the indebtedness or other obligations evidenced parties to the Previous Agreement shall be governed by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Previous Agreement or and the Loan Documents (as defined under the Existing Credit Agreement) executed therein), and delivered in connection therewith or (iii) the liability of any Person with respect to any date or time period occurring and ending on or after the Existing Credit Agreement or any indebtedness or other Closing Date, the rights and obligations evidenced thereby. All Loans made, and Obligations incurred, under of the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and parties hereto shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” Documents (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) herein). The Lenders hereby agree that the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect have full power and authority to allocate the Domestic Commitments and Multicurrency Commitments of the applicable “Commitments” and “Revolving Credit Exposure” (each Lenders as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Closing Date such that, immediately after giving effect to such allocations on the Closing Date, each Lender shall hold the “Domestic Commitment”, the “Multicurrency Commitment” and the “Domestic Commitment plus Additional Multicurrency Participation Obligation” (and corresponding ratable shares of such relevant Commitments and participation obligations in the Multicurrency Facility, as applicable) that (x) such reallocation, sales and set forth next to its name on Schedule 1.01.
1. The Lenders further agree to make all assignments shall be deemed to have been effected by way ofand/or transfers, and subject hereby consent to the terms any such assignments and conditions oftransfers, Assignment and Assumptionswhich may be necessary (including, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, saleslimitation, assignments or other relevant actions, of funded obligations) to effect the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions allocations described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effectpreceding sentence.
Appears in 1 contract
Samples: Credit Agreement (NMHG Holding Co)
Amendment and Restatement. (a) The parties In order to this Agreement agree that, on facilitate the Restatement Effective Date, the terms amendment and provisions restatement of the Existing Credit Agreement shall be and hereby Agreement, one or more lenders that are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, a party to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document are no longer continuing as Lenders under this Agreement (each an “Exiting Lender”). Contemporaneously with the execution of this Agreement, each Exiting Lender shall be deemed to have assigned its Existing Commitment and Existing Revolving Loans to the Lenders, and each Exiting Lender shall be paid all principal, interest and fees due to it in connection therewith. Such Existing Commitments and Existing Revolving Loans shall be allocated among the Lenders that are a party to this Agreement in accordance with their respective Applicable Percentages. The foregoing is done as an accommodation to the Borrower, each Exiting Lender and the Lenders, and shall be deemed to have occurred with the same force and effect as if such assignments were evidenced by the applicable Assignment and Assumption (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all therewith, except as provided in Section 2.10(c). For the avoidance of which are hereby waived)doubt, (y) such reallocation shall satisfy other than payments contemplated by this Section 1.07 and the assignment provisions payment of certain fees described in Section 9.04 of 2.08 and in the Existing Credit Agreement Fee Letter, no payment is due and (z) payable to any Lender or Exiting Lender in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all foregoing. All interest and fees outstanding accrued and unpaid (determined after giving effect to any payments made to Exiting Lenders on the Closing Date) under the Existing Credit Agreement and accrued to as of the date hereof to of this Agreement shall be due and payable in the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party amount determined pursuant to the Existing Credit Agreement hereby consents for periods prior to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) Closing Date on the Restatement Effective Date are hereby waived and of no force and effectnext payment date for such interest or fee set forth in this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Retail Opportunity Investments Partnership, LP)
Amendment and Restatement. (a) The parties to this Agreement agree that, on From and after the Restatement Effective DateTime, this Agreement amends and restates in its entirety the terms and provisions of Existing Credit Agreement; the Existing Credit Agreement shall thereafter be of no further force and hereby are amended, superseded and restated in their entirety effect except to evidence (i) the incurrence by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any Company of the termsLoans and the other “Obligations” under and as defined therein (whether or not such “Obligations” are contingent as of the Restatement Effective Time), covenants, conditions (ii) the representations and warranties made by any Loan Party prior to the Restatement Effective Time and (iii) any action or other provisions set forth herein are intended, nor shall they omission performed or required to be deemed or construed, performed pursuant to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement prior to the Restatement Effective Time (including any failure, prior to the Restatement Effective Time, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any other Loan Document (“Default” or “Event of Default” under and as defined in the Existing Credit Agreement) or Agreement existing prior to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (Time. This Agreement does not constitute and shall not terminated be construed to evidence a novation of or otherwise repaid with the proceeds a payment and readvance of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan DocumentsObligations” (as defined in the Existing Credit Agreement) heretofore outstanding under the Existing Credit Agreement, it being the intention of the parties hereto that this Agreement provide for the terms and conditions of the same Loans and other “Obligations” as were then outstanding under the Existing Credit Agreement.
(b) 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 Loans and other “Obligations” incurred under the Existing Credit Agreement.
(c) The Company reaffirms the Liens granted pursuant to the “Administrative Agent”Existing Loan Documents to the Collateral Trustee for the benefit of the Secured Parties, which Liens shall continue in full force and effect during the “term of this Agreement and any renewals or extensions thereof and shall continue to secure the Sharing Obligations.
(d) From and after the Restatement Effective Time, except as the context otherwise provides, (i) all references to the Existing Credit Agreement (or to any amendment, supplement, modification or amendment and restatement thereof) in the Loan Documents (other than this Agreement” and the “Loan Documents” ) shall be deemed to refer to the Administrative AgentExisting Credit Agreement as amended and restated hereby and as the same may be further amended, restated, supplemented or otherwise modified from time to time pursuant to the terms of this Agreement and of the Loan Documents;
Intercreditor Agreement, (ii) the “Commitments” and the “Letter all references to any section (or subsection) of Credit Commitments” (as defined in the Existing Credit AgreementAgreement in any Loan Document (but not herein) shall continue as Commitments and Letter be amended to become mutatis mutandis, references to the corresponding provisions of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if anyas amended and restated by this Agreement and as the same may be further amended, shall continue as Loans hereunder;
(iv) restated, supplemented or otherwise modified from time to time pursuant to the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect terms of this Agreement and of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Intercreditor Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower (iii) all references to this Agreement herein (including for purposes of indemnification and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined thereinreimbursement of fees) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party references to the Existing Credit Agreement as amended and restated hereby consents and as the same may be further amended, restated, supplemented or otherwise modified from time to time pursuant to the terms of this Agreement and of the Intercreditor Agreement.
(e) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement, 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 actions described Loan Documents remain in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no full force and effecteffect unless otherwise specifically amended by this Agreement or any other Loan Document.
Appears in 1 contract
Samples: Term Loan Agreement (Venoco, Inc.)
Amendment and Restatement. (a) The parties to this Agreement agree thatterms, on the Restatement Effective Dateconditions, the terms agreements, covenants, representations and provisions of warranties set forth in the Existing Credit Agreement shall be Security Agreement, in the Existing Guaranty, and in the Existing Pledge Agreement, respectively, are simultaneously hereby are amended, superseded amended and restated in their entirety entirety, and as so amended and restated, replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement. As of the effective date of this Agreement, neither Parent nor the Agent and Lenders shall be subject to or bound by any of the terms of the Existing Security Agreement or the Existing Guaranty, and neither Holdings nor the Agent and Lenders shall be subject to or bound by any of the terms of the Existing Pledge Agreement, and Parent, Holdings, Agent and Lenders shall only be subject to or bound by the terms and provisions of this Agreement. Neither , except that, nothing herein or in the executionother Loan Documents shall, delivery and acceptance in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of this Agreement nor any of the terms“Secured Obligations” existing under (and as defined in) the Existing Security Agreement or the “Pledgor Obligations” existing under (and as defined in) the Existing Pledge Agreement (such Secured Obligations and Pledgor Obligations being collectively referred to herein as the “Existing Secured Obligations”), covenantsthe “Indebtedness” existing under (and as defined in) the Existing Guaranty (the “Existing Guaranteed Obligations”) or any other obligations, conditions liabilities and indebtedness of Parent evidenced by or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations arising under the Existing Credit Security Agreement or the Existing Guaranty or of Holdings evidenced by or arising under the Existing Pledge Agreement, or impair or adversely affect the continuation of the Existing Liens and other interests in the Collateral and Pledged Collateral heretofore granted, pledged and/or assigned by Parent and Holdings, respectively, to Agent pursuant to the Existing Security Agreement, the Existing Pledge Agreement, or any other Loan Document (Documents. All Existing Secured Obligations and Existing Guaranteed Obligations of Parent to Agent and Lenders that are outstanding and unpaid as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by date hereof pursuant to the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement Guaranty or otherwise, and all Existing Secured Obligations of Holdings to Agent and Lenders that are outstanding and unpaid as of the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect date hereof pursuant to the Existing Credit Pledge Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and shall in each case be deemed Secured Obligations incurred, under the Existing Credit this Agreement which are outstanding on secured by Liens in the Restatement Effective Date (Collateral and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and ObligationsPledged Collateral, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject pursuant to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit this Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Nacco Industries Inc)
Amendment and Restatement. This Agreement constitutes an amendment and restatement of the Credit Agreement, dated as of February 10, 2020 (a) as amended or modified prior to the date hereof, the “Prior Credit Agreement”), to which certain of the parties hereto are subject. The parties to execution and delivery of this Agreement agree that, shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Prior Credit Agreement based on facts or events occurring or existing prior to the Restatement execution and delivery of this Agreement. On the Effective Date, the terms and provisions of credit facilities described in the Existing Prior Credit Agreement shall be and hereby are amended, superseded supplemented, modified and restated in their entirety by the terms facilities described herein, and provisions of this Agreement. Neither the execution, delivery all loans and acceptance of this Agreement nor any other obligations of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation Borrower outstanding as of any liens or indebtedness or other obligations such date under the Existing Prior Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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 be loans and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) obligations outstanding under the Existing Credit Agreementcorresponding facilities described herein, if anywithout any further action by any Person, shall continue as Loans hereunder;
(iv) except that the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect transfers of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) funds as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects the outstanding balance of such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party heretoloans, together with any lossesextensions of credit made on the Effective Date, costs and expenses incurred by Lenders under Section 2.16 reflect the Commitments of the Existing Lenders hereunder. The parties hereto agree and acknowledge that certain Eurocurrency Loans are outstanding under the Prior Credit Agreement; and
(v) each 104 Agreement as of the signatories hereto that is also a party Effective Date. Such Eurocurrency Loans shall remain outstanding on and after the Effective Date and shall continue to accrue interest hereunder at the Existing Eurocurrency Rates applicable thereto until the expiry of the Interest Periods therefor. Such Loans shall not remain outstanding hereunder as Eurocurrency Loans after the expiry of such Interest Periods. No Eurocurrency Loans may be requested on and after the Effective Date. All terms, conditions and provisions set forth in the Prior Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date governing Eurocurrency Loans are hereby waived incorporated by reference herein until the above-described Interest Periods expire. Thereafter, such terms, conditions and provisions shall be of no force and effect.
Appears in 1 contract
Amendment and Restatement. This Agreement is an amendment and restatement of (abut not a novation of or an accord and satisfaction of) The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations All outstanding Obligations under the Existing Credit Agreement or (and which have not been repaid on the Closing Date) shall continue to remain outstanding under this Agreement. From and after the date hereof, all references made to the Existing Credit Agreement in any other “Loan Document Document” (as defined in the Existing Credit Agreement) or in any other instrument or document shall, without more, be deemed to pay, extinguish, release, satisfy or discharge (i) all or any part of refer to this Agreement. The Borrowers and each Guarantor under this Agreement hereby acknowledges and agrees that the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents “Liens” (as defined under in the Existing Credit Agreement) executed created and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed provided for by the terms of) this Agreement and the other Loan Documents.
(b) Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Collateral Documents” (as defined in the Existing Credit Agreement) continue to the “Administrative Agent”secure, among other things, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder;
(iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” Obligations under the Existing Credit Agreement (constituting which shall remain outstanding on the “Required Lenders” date hereof as well as those hereafter arising under this Agreement and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales other Loan Documents; and assignments shall be deemed to have been effected by way of, the rights and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 remedies of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, Administrative Agent under the Borrower shall pay all interest and fees outstanding Collateral Documents under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods Liens under the Existing Credit Agreement created and provided for thereunder remain in connection with full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the actions described in liens and security interests created and provided for by the foregoing clause (iv) on Collateral Documents under the Restatement Effective Date are hereby waived Existing Credit Agreement as to the indebtedness which would be secured thereby prior to giving effect to this Agreement. This amendment and restatement of no force the Existing Credit Agreement shall operate to renew, amend and effectmodify the rights and obligations of the parties under the Existing Credit Agreement as provided herein, but shall not act as a novation thereof.
Appears in 1 contract
Amendment and Restatement. (a) The parties to Borrowers, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement agree that, on the Restatement Effective DateAgreement, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended and restated in their entirety by the terms and provisions conditions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.
terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Lenders with respect to (band to the extent of) Without limiting agreements on the foregoingpart of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing 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 the amendment and restatement contemplated hereby on the Restatement Effective Date and except as otherwise expressly provided herein:
(i) all references in the “Loan Documents” (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 all amounts outstanding and the Loan Documents;
(ii) the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule;
(iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding owing by Borrowers under the Existing Credit AgreementAgreement as of the Closing Date, if anyas determined by the Lenders, shall continue as constitute Base Rate Loans hereunder;
(iv) the Administrative Agent shall make hereunder if such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect outstanding amounts were Base Rate Loans under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage thereof on the Restatement Effective Date (and in no event exceeds each such Xxxxxx’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to Closing Date in accordance with the terms and conditions ofhereof, Assignment and Assumptionsupon the effectiveness of this Agreement, without the payment all Letters of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent issued for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and
(v) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods Borrowers under the Existing Credit Agreement in connection with any as of the actions described in the foregoing clause (iv) on the Restatement Effective Closing Date are hereby waived and shall constitute Letters of no force and effectCredit hereunder.
Appears in 1 contract
