Common use of Amendments to Existing Credit Agreement Clause in Contracts

Amendments to Existing Credit Agreement. a. Subject to the terms and conditions set forth herein, the Existing Credit Agreement is hereby amended so that, as amended, it shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof.

Appears in 7 contracts

Samples: Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.)

AutoNDA by SimpleDocs

Amendments to Existing Credit Agreement. a. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties of the Borrower and the other Loan Parties made herein, (a) The Existing Credit Agreement (other than the annexes, schedules and the exhibits attached thereto) is hereby amended so that, as amended, it shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Amended Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Amended Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent parties hereto acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Amended Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent parties further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Amended Credit Agreement provides a convenience to such the parties to permit the amended terms to be read in the context of the full contextAmended Credit Agreement), and that this Amendment is not a novation of the Existing Credit Agreement or Agreement, any other Loan Document or of any credit facility provided Indebtedness or other obligations thereunder or in respect thereof. For ease of reviewNotwithstanding the foregoing, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement applicable to existing LIBOR Rate Loans (as defined in the Existing Credit Agreement) (the “Existing LIBOR Rate Loans”) shall continue in full force and effect and shall continue to apply to each Existing LIBOR Rate Loan with an Interest Period (as defined in the Existing Credit Agreement) that commenced prior to the Amendment Effective Date solely until the expiration of the then current Interest Period for such Existing LIBOR Rate Loan; provided that from and after the Amendment Effective Date, (i) the Borrower shall not be permitted to request any Lender to fund, and no Lender shall fund, any LIBOR Rate Loan and (ii) no Loan may be continued as, or any other Loan Document or of any credit facility provided thereunder or in respect thereofconverted to, a LIBOR Rate Loan.

Appears in 2 contracts

Samples: Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp)

Amendments to Existing Credit Agreement. a. (a) Subject to the terms and satisfaction of the conditions set forth hereinin Section 2, each Person listed on Schedule I hereto as a “2024 Incremental Term B Lender” (each a “2024 Incremental Term B Lender” and, collectively, the Existing “2024 Incremental Term B Lenders”) hereby severally agrees to make 2024 Incremental Term B Loans to the Borrowers on the Fourth Amendment Effective Date in Dollars in the principal amount opposite such 2024 Incremental Term B Lender’s name on Schedule I hereto under the caption “2024 Incremental Term B Loan Commitments” to (w) consummate the 2024 Senior Secured Notes Refinancing, (x) consummate the 2024 Term B Loan Refinancing, (y) to pay fees, costs and expenses related to the foregoing, this Fourth Amendment and the transactions contemplated hereby and (z) for general corporate purposes of the Borrower Agent and its restricted subsidiaries. The 2024 Incremental Term B Loans made pursuant to this Fourth Amendment and the Amended Credit Agreement is hereby amended so that, as amended, it shall read as set forth in, constitute “Other Term Loans” and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment “Incremental Term Loans” incurred pursuant to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation Section 2.21(a) of the Existing Credit Agreement or any and be incurred as a new and separate Class of Term Loans constituting an “Incremental Term Facility”, in each case for all purposes of the Amended Credit Agreement and the other Loan Document or Documents, except for purposes of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation 2.01(c)(iv) of the Existing Credit Agreement or any other Loan Document or and Section 2.01(c)(v) of any credit facility the Amended Credit Agreement. This Fourth Amendment constitutes an Incremental Assumption Agreement pursuant to which a new Class of Term Loans is established as 2024 Incremental Term B Loans. Except as expressly provided thereunder or in respect thereof.this Fourth Amendment (including, without limitation, as to the Applicable Margin) and the Amended Credit Agreement, the 2024 Incremental Term B Loans shall be on terms identical to the Existing Term B Loans (including, without limitation, as to maturity, Guarantors, pari passu Collateral (and ranking) and payment priority), with the following terms to apply:

Appears in 1 contract

Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.)

Amendments to Existing Credit Agreement. a. Subject to the terms and conditions set forth herein, the Existing Credit Agreement is hereby amended so that, as amended, it shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit of this Agreement, the termsincluding, covenantswithout limitation, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment.5 below, on the Seventh Amendment Effective Date: b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to (a) the Existing Credit Agreement are is hereby amended so that, to delete the stricken text (indicated textually in the same manner as amended, such Annexes, Schedules the following example: stricken text) and Exhibits shall read to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in, in the pages attached hereto as Exhibit A; (b) the Agent and shall have each Lender hereby consents to the terms, covenants, conditions Term Loan Prepayment on the date hereof and other provisions of, to the Consolidated Form Annexes, Schedules payment on the next Payment Date following the date hereof of all accrued and Exhibits, unpaid interest in respect of the terms, covenants, conditions principal constituting the Term Loan Prepayment through and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), Seventh Amendment Effective Date and waive the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation written notice required under Section 2.3(d)(i) of the Existing Credit Agreement or any other with respect to the Term Loan Document or of any credit facility provided thereunder or Prepayment, and Borrowers hereby agree to pay, on the next Payment Date following the date hereof, all accrued and unpaid interest in respect thereofof the principal constituting the Term Loan Prepayment through and including the Seventh Amendment Effective Date; (c) the Term Loan Prepayment shall be applied by Agent pro rata among the outstanding Credit Facilities and to each applicable Lender pursuant to such Lender’s Pro Rata Share of the applicable Credit Facilities; (d) the Agent and each Lender hereby waives the Applicable Prepayment Fee as specified in the Credit Facility Schedule for Credit Facility #1 and Credit Facility #2 that would otherwise be required in connection with the Term Loan Prepayment on the date hereof. For the avoidance of doubt, following the effectiveness of this Agreement and the Term Loan Prepayment, the outstanding principal amount of the Credit Extensions under Credit Facility #1 is $32,000,000 and under Credit Facility #2 is $8,000,000.

Appears in 1 contract

Samples: Credit and Security Agreement (Mannkind Corp)

Amendments to Existing Credit Agreement. a. Subject to the terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, the Existing Credit Agreement is hereby amended so that, as amended, it shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation provisions of the Existing Credit Agreement or any other that were amended by Amendment No. 2, applied mutatis mutandis with respect to the May 2022 Incremental Revolving Loan Document or Commitments (as defined below) as needed to give effect to the following. This Amendment constitutes an Incremental Revolving Loan Amendment. For the avoidance of any credit facility provided doubt, the May 2022 Incremental Revolving Loan Commitments constitute separate and independent Commitments of each relevant Lender and not increases of the existing Revolving Commitments under Section 2.25 of the Credit Agreement. As of the date hereof, $350,000,000 Q1 2022 Term Loans are outstanding. Upon the effectiveness hereof: (i) the Q1 2022 Delayed Draw Term Loan Commitments are hereby terminated and of no further force and effect; (ii) the aggregate principal amount of Q1 2022 Loans will be rolled over to the below-defined May 2022 Incremental Revolving Loan Commitments and shall be outstanding thereunder or as May 2022 Revolving Loans (as defined below); and (iii) the Borrower agrees to pay to the Administrative Agent (on behalf of the Q1 2022 Lenders), on the date hereof, all accrued and unpaid fees in respect of the Q1 2022 Delayed Draw Term Loan Commitments. The Borrower has requested Incremental Revolving Loan Commitments in the aggregate amount of $450,000,000 (the “May 2022 Incremental Revolving Loan Commitments”; Loans thereunder, the “May 2022 Revolving Loans”). May 2022 Incremental Revolving Loan Commitments will be outstanding and available during the period beginning on the date hereof and ending on August 31, 2022 (the “May 2022 Extension Period”). Each of U.S. Bank National Association and Farm Credit Mid-America, PCA hereby agrees, by its execution hereof, to extend May 2022 Incremental Revolving Loan Commitments in an amount equal to $225,000,000 (each, a “May 2022 Lender”). The Q1 2022 Loans rolled over as May 2022 Revolving Loans shall be shared ratably between the May 2022 Lenders. May 2022 Revolving Loans will be extended ratably by the May 0000 Xxxxxxx based on their respective May 2022 Incremental Revolving Loan Commitments. No May 2022 Revolving Loans shall be extended after the May 2022 Extension Period expires. May 2022 Revolving Loans shall be requested in the same way Revolving Loans are requested under Section 2.8 of the Credit Agreement, and shall be subject to the minimum borrowing amount requirements of Section 2.6 of the Credit Agreement. Any Note evidencing a May 2022 Incremental Revolving Loan Commitment shall be in form and substance similar to Exhibit D-2 to the Credit Agreement. All May 2022 Revolving Loans (including all accrued and unpaid interest in respect thereof. For ease of review, ) shall be repaid in their entirety no later than the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page last day of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. May 2022 Extension Period. Subject to the remainder hereof, all accrued and unpaid commitment fees shall be fully paid no later than the last day of the May 2022 Extension Period. Interest and commitment fees shall accrue in respect of the May 2022 Revolving Loans and May 2022 Incremental Revolving Loan Commitments pursuant to Sections 2.5 and 2.10 of the Credit Agreement at the same rates, with the same payment dates and notice requirements, and otherwise on terms and conditions set forth hereinto which Five-Year Revolving Commitments and Five-Year Revolving Loans are subject. The Borrower may from time to time permanently reduce or terminate the amount of undrawn May 2022 Incremental Revolving Loan Commitments in the same way the Borrower may reduce undrawn Five-Year Revolving Commitments. Schedule 1 to the Credit Agreement (the Schedule of Commitments) is hereby modified to include the May 2022 Incremental Revolving Loan Commitments. No Increasing Lender Supplement shall be required to be delivered in connection with a May 2022 Incremental Revolving Loan Commitment. The May 2022 Incremental Revolving Loan Commitments and May 2022 Revolving Loans, subject to the foregoing, shall be governed by and subject to the Credit Agreement to the same extent other Loans are governed thereby and subject thereto, including, without limitation, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions draw requirements of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation Section 4.2 of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereofAgreement.

Appears in 1 contract

Samples: Incremental Revolving Loan Amendment to Credit Agreement (Andersons, Inc.)

Amendments to Existing Credit Agreement. a. Subject to the terms and conditions set forth herein, the Existing Credit Agreement is hereby amended so that, as amended, it shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms below, and conditions set forth hereineffective only as provided in Section 3 below, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby is amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions follows: (a) Section 2.14 (Increase in Commitments) of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected is hereby amended to permit: (i) the Borrower to establish the Incremental Term Loan A-2 Facility (as defined in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective Exhibit A hereto) as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to an “Incremental Term Loan” under the Existing Credit Agreement on terms (except as otherwise specified in Exhibit A hereto) substantially consistent with those set forth in Exhibit B hereto; and (ii) the Borrower to establish the Term Loan B Facility (as defined in Exhibit B hereto) as an “Incremental Term Loan” under the Existing Credit Agreement on terms substantially consistent with those set forth in Exhibit B hereto (which may, in the event of Pre-Closing Loans (as defined in Section 7 of the Joint Fee Letter), be obtained by reference a subsidiary of the Borrower or a trust as initial borrower and funded on the Pre-Funding Closing Date (as defined in the Joint Fee Letter), with the proceeds thereof, along with any pre-funded interest (such interest, “Escrow Interest”) with respect thereto in an amount necessary to pay all accruing interest between the Pre-Funding Closing Date and the Closing Date (the “Escrowed Interest Amount”)), held in escrow, in a segregated account or similar arrangement (an “Escrow Arrangement”), pending application. In furtherance of the foregoing, (a) any provision of Section 2.14 of the Existing Credit Agreement that (i) requires any written notice or request, (ii) limits the amount of any Incremental Term Loan or Incremental Term Commitment, (iii) establishes (A) procedures, requirements or conditions with respect to the Consolidated Form Annexesallocation or documentation of, Schedules and Exhibits provides a convenience (B) conditions to effectiveness of, or (C) required terms of, any Incremental Term Loan or Incremental Term Commitment or (iv) is otherwise inconsistent or conflicts with the provisions of this Amendment shall, in each case, but only to the extent such parties amendments or waivers can be approved with the consent of the Required Lenders unless the consent of each affected Lender is obtained, be deemed amended or waived to the extent necessary to permit the amended terms to be read in full context)Incremental Term Loan A-2 Facility and the Term Loan B Facility, and that this Amendment is not a novation (b) none of the Incremental Term Loan A-2 Facility or the Term Loan B Facility shall constitute usage of any dollar limit set forth in Section 2.14 of the Existing Credit Agreement. (b) Section 4.02 (Conditions to all Credit Extensions) of the Existing Credit Agreement is hereby amended as follows: (i) to permit the funding of the Incremental Term Loan A-2 Facility upon satisfaction (or waiver by the Lead Arrangers) of the “Conditions to Borrowing” set forth in Exhibit A hereto; and (ii) to permit the funding of the Term Loan B Facility upon satisfaction (or waiver by the Lead Arrangers) of the “Conditions to Borrowing” set forth in Exhibit B hereto or, in the event of Pre-Closing Loans, upon the Pre-Funding Closing Date in accordance with the terms of Section 7 of the Joint Fee Letter; and (iii) to require, so long as no Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) of the Credit Agreement has occurred and is continuing on the closing date of the Discovery Acquisition, the Incremental Term Loan A-2 Facility and the Term Loan B Facility (the “Closing Date”), the Revolving Credit Lenders party to the Credit Agreement as in effect immediately prior to the Effective Date, the “Existing Revolving Credit Lenders”) to make Credit Extensions under the Revolving Credit Facility on the Closing Date to fund a portion of the Discovery Acquisition Consideration upon (A) delivery of a Committed Loan Notice by the Borrower to the Administrative Agent and (B) satisfaction (or waiver by the Lead Arrangers) of the “Conditions to Borrowing” set forth in Exhibit A hereto; provided that availability under the Revolving Credit Facility on the Closing Date, after giving effect to the Credit Extensions on the Closing Date, shall not be less than $250 million. For the avoidance of doubt, the only representations and warranties the accuracy of which shall be a condition to the availability of Credit Extensions under the Revolving Credit Facility on the Closing Date pursuant to this Section 1(b)(iii) shall be the Specified Acquisition Agreement Representations and the Specified Representations described in Exhibit C hereto. (c) Section 7.01 (Liens) of the Existing Credit Agreement is hereby amended to permit the incurrence of Liens on: (i) the Collateral (as defined in Exhibit B hereto) to secure the Incremental Term Loan A-2 Facility and the Term Loan B Facility on the Closing Date on the terms set forth in Exhibit B hereto; provided that the Obligations are contemporaneously secured on an equal and ratable basis, with such Liens; provided, further, that any Liens securing the Obligations shall be subject to the Collateral Release Conditions (as defined in Exhibit B hereto); and (ii) the cash proceeds of any Notes (as defined in the Commitment Letter) or Term Loan B Facility (and any Escrow Interest related thereto) issued prior to the Closing Date and held by the Borrower or any Subsidiary or a trust in an Escrow Arrangement (including amounts credited thereto) to secure the obligations of the Borrower or any Subsidiary in the event that the conditions to release of such proceeds are not satisfied or waived. (d) Section 7.03 (Subsidiary Indebtedness) of the Existing Credit Agreement is hereby amended to permit the incurrence of Indebtedness (including, without limitation, any Guarantee thereof by any Loan Party (as defined in Exhibit B hereto) so long as such Loan Party guarantees the Obligations) pursuant to: (i) the Incremental Term Loan A-2 Facility upon satisfaction (or waiver by the Lead Arrangers) of the “Conditions to Borrowing” set forth in Exhibit A hereto; (ii) the Term Loan B Facility upon satisfaction (or waiver by the Lead Arrangers) of the “Conditions to Borrowing” set forth in Exhibit B hereto, or, in the event of Pre-Closing Loans, upon the Pre-Funding Closing Date in accordance with the terms of Section 7 of the Joint Fee Letter; (iii) the (A) Bridge Facility (as defined in the Commitment Letter) upon satisfaction (or waiver by the Lead Arrangers) of the “Conditions to Borrowing” related thereto and/or (B) Notes, or, in the event of Pre-Closing Notes (as defined in the Joint Fee Letter), upon the issuance thereof prior to the Closing Date in accordance with the terms of Section 5(k) of the Joint Fee Letter; and (iv) any Indebtedness of the Target assumed in connection with the Discovery Acquisition on the Closing Date. (e) Section 7.07 (Acquisitions) of the Existing Credit Agreement is hereby amended to permit the consummation of the Discovery Acquisition upon the satisfaction (or waiver by the Lead Arrangers) of the conditions set forth in the Commitment Letter, and upon such consummation, the Discovery Acquisition shall be deemed to be a “Permitted Acquisition” for all purposes under the Credit Agreement, including Section 7.02 thereof. In furtherance of the foregoing, any provision of (i) Section 7.07 that imposes any conditions precedent to, or other requirements on, the consummation of the Discovery Acquisition, including, without limitation, (A) pro forma compliance with financial covenants or (B) delivery of any (1) notice, (2) financial information, (3) financial calculation, (4) Compliance Certificate or (5) other certificate or (ii) the Credit Agreement or any other Loan Document that is otherwise inconsistent or conflicts with the provisions of this Amendment shall, in each case, but only to the extent such amendments or waivers can be approved with the consent of the Required Lenders unless the consent of each affected Lender is obtained, be deemed amended or waived to the extent necessary to permit the consummation of the Discovery Acquisition. (f) The Existing Credit Agreement is hereby amended to permit the formation of a subsidiary of the Borrower or trust to be the initial borrower under the Term Loan B Facility and/or the Notes and to grant liens on the proceeds of the Term Loan B Facility and the Notes without such entity having to become a “guarantor” under Section 6.12 of the Existing Credit Agreement, solely for the purpose of effectuating any credit facility provided thereunder Escrow Arrangement with respect to the Term Loan B Facility or the Notes, in respect thereofaccordance with the terms of the Joint Fee Letter.

Appears in 1 contract

Samples: Credit Agreement (TreeHouse Foods, Inc.)

Amendments to Existing Credit Agreement. a. Subject to the terms and satisfaction (or written waiver) of the conditions set forth hereinin Section 4 below and in reliance upon the representations and warranties of the Loan Parties set forth in Section 6 below, as of the First Amendment Effective Date (as hereinafter defined) the Existing Credit Agreement (excluding the schedules and exhibits thereto, which shall remain in full force and effect) is hereby amended in the following manner: (a) Section 7.02(a) of the Existing Credit Agreement is hereby amended so thatand restated in their entirety as follows: (a) the Borrower Agent shall execute and deliver to Administrative Agent, as amended, it shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), in a form acceptable to the Administrative Agent, (x) on or before the Collateral 20th day of each month a Borrowing Base Certificate as of the last day of the immediately preceding month, and (y) Borrowing Base Certificates weekly on or before Wednesday of each week and as of the last day of the immediately preceding week, in each case together with such supporting materials as the Administrative Agent shall reasonably request (including weekly reporting of gross inventory and the Collateral Monitoring Agent acknowledge rolling forward accounts receivable data by reporting weekly sales, cash collections and agree that each amendment credits and monthly reporting of Credit Card Receivables, inventory ineligibles and accounts receivable ineligibles); provided that, to the Existing Credit Agreement reflected extent approved by the Administrative Agent in its reasonable discretion, the Borrower will not be required to update certain items in the Consolidated Form Credit Agreement is and weekly Borrowing Base Certificate to the extent that such items are not available on a weekly basis in the ordinary course of business using commercially reasonable efforts (it being agreed that the foregoing shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), not prevent the Administrative AgentAgent from implementing Availability Reserves to account for such items). All calculations of Availability in any Borrowing Base Certificate shall initially be made by Borrowers and certified by a Responsible Officer, provided that the Collateral Administrative Agent may from time to time review and adjust any such calculation in its Credit Judgement (a) to reflect its estimate of declines in value of any Collateral, including due to collections received in the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference Concentration Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral, including delay of payment of accounts payable beyond past practice; and (c) to the Consolidated Form Credit Agreement provides a convenience to such parties to permit extent the amended terms to be read in full context), and that this Amendment calculation is not a novation made in accordance with this Agreement or does not accurately reflect the Availability Reserve; (b) Article VII of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have by adding the terms, covenants, conditions and other provisions of, following Sections at the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect end thereof.:

Appears in 1 contract

Samples: Credit Agreement (Purple Innovation, Inc.)

Amendments to Existing Credit Agreement. a. Subject to On the terms and subject to the conditions set forth herein, of this Amendment: (a) The definition of “Debt” in Section 1.1 of the Existing Credit Agreement is hereby amended so to add the following sentence to the end thereof: “Notwithstanding the foregoing, for purposes of calculating the Senior Leverage Ratio, the Liquidity to Debt Service Ratio and the ratio of Net Asset Value to Total Funded Debt as of any date, the term “Debt” shall not include the outstanding principal amount of any debt securities issued by Ultimate Parent or any of its Subsidiaries to the extent that, as amended, it shall read as set forth in, no later than seven Business Days after such date (i) the obligations of the issuer of such debt securities (and any guarantor thereof) under the indenture governing such debt securities shall have been discharged in accordance with the termsterms of such indenture, covenants, conditions and other provisions of, (ii) the Consolidated Form Credit Agreement, issuer of such debt securities shall have delivered (or the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, indenture trustee under the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment applicable indenture shall have delivered on such issuer’s behalf) to the Existing Credit Agreement reflected holders of such debt securities an irrevocable notice of redemption with respect to all of such debt securities for redemption on a date within 35 days of such notice of redemption and such debt securities are actually redeemed within such 35 day period or (iii) funds have been delivered to the trustee of the related indenture or deposited into an escrow account for the purposes of redeeming or discharging such debt securities.” (b) The definition of “Fixed Charges” in Section 1.1 of the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (hereby amended to add the Companyfollowing sentence to the end thereof: “Notwithstanding the foregoing, the Banks term “Fixed Charges” shall not include Interest Expense accruing on any debt securities from and after the date that (including i) the Existing Banks party hereto)obligations of the issuer of such debt securities (and any guarantor thereof) under the indenture governing such debt securities shall have been discharged in accordance with the terms of such indenture, (ii) the Administrative Agent, issuer of such debt securities shall have delivered (or the Collateral Agent and indenture trustee under the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference applicable indenture shall have delivered on such issuer’s behalf) to the Consolidated Form Credit Agreement provides holders of such debt securities an irrevocable notice of redemption with respect to all of such debt securities for redemption on a convenience date within 35 days of such notice of redemption and such debt securities are actually redeemed within such 35 day period or (iii) funds have been delivered to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation trustee of the Existing Credit Agreement related indenture or any other Loan Document deposited into an escrow account for the purposes of redeeming or discharging such debt securities.” (c) The definition of any credit facility provided thereunder or “Refinancing Debt” in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page Section 1.1 of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall restated to read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof.follows:

Appears in 1 contract

Samples: Credit Agreement (JMP Group LLC)

Amendments to Existing Credit Agreement. a. Subject to the terms and conditions set forth herein, the The Existing Credit Agreement is hereby amended so that, in its entirety to read in the form attached hereto as amended, it shall read as set forth in, and shall have Annex A (the terms, covenants, conditions and other provisions of, the Consolidated Form Existing Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Companyso amended, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form “Amended Credit Agreement”). Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” Exhibits A and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached O to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules in their entirety to read in the forms of Exhibits A and Exhibits shall read O attached hereto. Except as set forth inin the immediately preceding sentence, all schedules and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached exhibits to the Existing Credit Agreement reflected in (as amended prior to the Consolidated Form Annexes, Schedules and Exhibits is and Thirteenth Amendment Effective Date) shall not be effective as if individually specified modified or otherwise affected hereby. Notwithstanding anything in this Amendment or the Amended Credit Agreement to the contrary, (a) to the Company, extent any Loan bearing interest at the Banks Eurocurrency Rate is outstanding immediately prior to the occurrence of the Thirteenth Amendment Effective Date (including the each an “Existing Banks party heretoEurocurrency Rate Loan”), such Existing Eurocurrency Rate Loan shall continue to bear interest at the Administrative AgentEurocurrency Rate until the end of the current Interest Period (for the avoidance of doubt, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to as defined in the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience Agreement) or payment period applicable to such parties to permit Existing Eurocurrency Rate Loan in accordance with the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other and, thereafter, all Interest Periods for such Loan Document or shall be selected in accordance with the Amended Credit Agreement and (b) the terms of any credit facility provided thereunder or the Existing Credit Agreement in respect thereof.of the calculation, payment and administration of Existing Eurocurrency Rate Loans shall remain in effect from and after the Thirteenth Amendment Effective Date, in each case, solely for purposes of making, and the administration of, interest payments on the Existing Eurocurrency Rate Loans prior to any conversion thereof to Term SOFR Loans or Base Rate Loans. CHAR1\1983965v3

Appears in 1 contract

Samples: Credit Agreement (Fleetcor Technologies Inc)

Amendments to Existing Credit Agreement. a. Subject (a) The Existing Credit Agreement (excluding, for the avoidance of doubt, the exhibits, schedules and signature pages thereto) is hereby amended in its entirety to read in the terms and conditions set forth hereinform attached hereto as Annex A (the Existing Credit Agreement, as so amended, the “Amended Credit Agreement”). (b) Schedule 2.01 to the Existing Credit Agreement is hereby amended so that, as amended, it shall read and restated in its entirety as set forth inon Schedule 2.01 attached hereto, with the Revolving Commitments, outstanding Term Loans, Incremental Term Loan Commitments and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions Applicable Percentages of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective Lender as of the satisfaction or waiver date hereof, after giving effect to this Amendment and any Borrowings on the conditions date hereof, to effectiveness be as set forth in Section 3 of this Amendmenttherein. b. Subject to the terms (c) Exhibits A, C-2, D and conditions set forth herein, the Annexes, Schedules and Exhibits attached J to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read restated in their entirety as set forth inon Exhibits A, C-2, D and shall have the termsJ, covenantshereto, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment respectively. (d) Except as if fully set forth herein. The Companyin Section 2(b) and (c) above, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent all other exhibits and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached schedules to the Existing Credit Agreement reflected in (as amended prior to the Consolidated Form Annexes, Schedules and Exhibits is and Fourth Amendment Effective Date) shall not be effective as if individually specified in this Amendment (modified or otherwise affected hereby. Notwithstanding the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits amendments to the Existing Credit Agreement implemented by reference this Amendment, all CDOR Loans (as defined in the Existing Credit Agreement, the “Existing CDOR Loans”) shall continue to bear interest at the Consolidated Form Annexes, Schedules and Exhibits provides a convenience CDOR Rate (as defined in the Existing Credit Agreement) until the last day of the interest period applicable to each such parties to permit the amended terms to be read in full context)CDOR Loan, and that this Amendment is not thereafter, such CDOR Loan shall be converted, at the choice of a novation Borrower, to a Daily Simple CXXXX Loan or a CXXXX Loan with an Interest Period as selected in a notice from a Borrower and (ii) the terms of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or as in effect immediately prior to the Fourth Amendment Effective Date in respect thereofof administration of CDOR Loans (solely with respect to Existing CDOR Loans) shall remain in effect from and after the Fourth Amendment Effective Date until the last day of the interest period applicable to each such Existing CDOR Loan, solely for purposes of administering the Existing CDOR Loans.

Appears in 1 contract

Samples: Credit Agreement (Montrose Environmental Group, Inc.)

Amendments to Existing Credit Agreement. a. Subject to (a) Effective as of the terms and conditions set forth hereinEffective Date, the Existing Credit Agreement is hereby shall be amended so that, as amended, it shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth hereinon Exhibit A attached hereto. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation Notwithstanding any provision of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereofto the contrary, the terms set forth on Exhibit A apply solely to Affected Loans on and after the Effective Date. For ease the avoidance of reviewdoubt, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to extent provisions in the Existing Credit Agreement effected apply to Affected Loans and such provisions are not specifically addressed by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth Exhibit A, such provisions in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules shall continue to apply to Affected Loans both before and Exhibits shall read as set forth in, and shall have after the terms, covenants, conditions and other provisions of, Effective Date. In the Consolidated Form Annexes, Schedules and Exhibits, event of a conflict between the terms, covenants, conditions and other provisions terms of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or Document, the terms of this Amendment shall govern and control. For the further avoidance of doubt (i) the provisions of this Amendment supersede and govern any provisions of the Existing Credit Agreement relating to benchmark replacements for Credit Extensions in U.S. Dollars as they apply on and after the Effective Date, and (ii) the execution and delivery of this Amendment by the parties hereto shall be deemed to satisfy and discharge any and all requirements under the Existing Credit Agreement for notices to be furnished to any party to the Existing Credit Agreement in connection with the replacement of any credit facility benchmark applicable to Affected Loans, as contemplated by this Amendment. (b) Notwithstanding anything in the contrary in the Amended Credit Agreement, from and after the date hereof and until the Effective Date, the only Interest Period available to the Borrower shall be one (1) month. (c) Effective as of the Effective Date, Section 2.15(a)(ii) of the Existing Credit Agreement shall be amended by deleting the second parenthetical therein which begins as follows: “(except any such reserve requirement reflected in the LIBO Rate…)”. (d) For the avoidance of doubt from and after the date hereof until the Effective Date, the Borrower may continue to borrow Revolving Loans under the LIBO Rate Option and continue Revolving Loans and Term Loans under or convert Revolving Loans and Term Loans to the LIBO Rate Option as provided thereunder in the Existing Credit Agreement, provided that the only Interest Period available to the Borrower during such period shall be one (1) month. From and after the Effective Date, no new Revolving Loans may be advanced under the LIBO Rate Option and instead may be SOFR Credit Extensions and may have an Interest Period of one (1), three (3) or six (6) months, in respect thereofeach case on and subject to the terms provided in Exhibit A. In addition, any Revolving Loans and Term Loans bearing interest at the LIBO Rate (as defined in the Existing Credit Agreement) outstanding on the Effective Date shall continue to bear interest after the Effective Date at the LIBO Rate for the Interest Period (as defined in the Existing Credit Agreement) in effect for such outstanding Loan immediately before giving effect to this Amendment (plus the Applicable Rate) and at the end of the applicable Interest Period for any such outstanding Loan, the Borrower shall either (i) convert such Loan to bear interest at the Alternate Base Rate or the Term SOFR Rate (plus in each case the Applicable Rate) in accordance with the terms of the Amended Credit Agreement or (ii) repay such Loan in full in accordance with the terms of the Amended Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Bentley Systems Inc)

Amendments to Existing Credit Agreement. a. Subject The Existing Credit Agreement is, as of the Effective Date and subject to the terms and satisfaction of the applicable conditions precedent set forth hereinin Section 4 of this Agreement, hereby amended as follows: (a) Schedule 2.01 of the Existing Credit Agreement is hereby amended so that, as amended, it shall read and supplemented by adding thereto the New Term Loan Commitments hereunder of the Incremental Term Lenders party hereto as set forth inon Schedule 2.01(b) hereto. (b) Pursuant to Section 2.14 of the Existing Credit Agreement, upon the funding of the New Term Loans on the Effective Date, the New Term Loans shall automatically and without further action by any Person constitute additional Term B Loans (and shall have the termssame terms as the Term B Loans made on the Initial Draw Date) for all purposes of the Credit Agreement and the other Loan Documents; provided that the Borrower shall use the proceeds of the New Term Loans to consummate the acquisition, covenantsdirectly or indirectly, conditions of the Television Broadcasting Business of WHTM-TV (ABC) in Harrisburg, Pennsylvania (the “Harrisburg Acquisition”) and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks transactions in connection therewith (including to pay transaction costs and expenses) and to provide for working capital needs of the Existing Banks party hereto), the Administrative Agent, the Collateral Agent Borrower and the Collateral Monitoring Agent acknowledge its Subsidiaries and agree that each amendment for other general corporate purposes. (c) Pursuant to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation Section 2.14(c) of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in Agreement, if the New Term Loans are initially funded as Eurodollar Rate Loans, on the Effective Date there shall commence an initial Interest Period with respect thereof. For ease of review, to the original signature pages have been removed from New Term Loans that shall end on the Consolidated Form Credit Agreement. Notwithstanding that the cover page last day of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were Interest Period applicable to the initial Closing Date existing Term B Loans that are in effect immediately prior to the Effective Date. (i) Subject to adjustment as a result of November 2the application of prepayments in accordance with Section 2.05 of the Credit Agreement, 2017in each case, solely to the extent of any such amounts applied to the prepayment of the New Term Loans, the changes New Term Loans shall be due and payable, and the Borrower Representative shall repay to the Existing Credit Agreement effected Administrative Agent for the ratable account of the Incremental Term Lenders quarterly on the last Business Day of each month of March, June, September and December occurring until the Maturity Date, commencing with the first such payment due and payable on the end of the first full fiscal quarter ending after the Effective Date an amount equal to 0.25% of the aggregate outstanding principal amount of the New Term Loans made by this Amendment the Incremental Term Lenders under Section 2.14; provided, however, that the final principal repayment installment of the New Term Loans shall be effective due and payable on the Maturity Date for the Term B Facility and in any event shall be in an amount equal to the aggregate principal amount of all New Term Loans outstanding on such date and (ii) the Administrative Agent shall take any and all action as may be reasonably necessary to ensure that the New Term Loans are included in each borrowing and repayment of Term B Loans on a pro rata basis. (e) The New Term Loan Commitments provided for hereunder shall terminate on the Effective Date immediately upon the borrowing of the satisfaction or waiver New Term Loans pursuant to the conditions to effectiveness set forth in Section 3 of this Amendment2 below. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof.

Appears in 1 contract

Samples: Incremental Facility Amendment to Credit Agreement (Media General Inc)

Amendments to Existing Credit Agreement. a. Subject to the terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, the Existing Credit Agreement is hereby amended so that, as amended, it shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation provisions of the Existing Credit Agreement that were amended by Amendment No. 2, applied mutatis mutandis with respect to the Q1 2022 Term Loans (as defined below) as needed to give effect to the following. This Amendment constitutes an Incremental Term Loan Amendment. The Borrower has requested Incremental Term Loans in an aggregate principal amount of up to $250,000,000 (such Incremental Term Loans, the “Q1 2022 Term Loans”). The Borrower also has requested that the Q1 2022 Term Loans be made available on a delayed-draw basis during the period beginning on the date hereof and ending on May 31, 2022 (the “Q1 2022 Extension Period”). A Lender that agrees to extend one or any other Loan Document or of any credit facility provided thereunder or more Q1 2022 Term Loans during such period (each, a “Q1 2022 Lender”) will evidence its Commitment (its “Q1 2022 Commitment”) in respect thereofthereof by executing its signature page hereto, which signature page will include the amount of such Q1 2022 Commitment. For ease Q1 2022 Term Loans will be extended ratably by the Q1 2022 Lenders based on their respective Q1 2022 Commitments. No Q1 2022 Term Loans shall be extended after the Q1 2022 Extension Period expires. Each Q1 2022 Commitment shall be permanently reduced by the amount of revieweach Q1 2022 Term Loan extended to the Borrower. No amount may be re-borrowed once repaid. Q1 2022 Loans shall be requested in the same way Five-Year Revolving Loans are requested under Section 2.8 of the Credit Agreement, and shall be subject to the original signature pages have been removed from minimum borrowing amount requirements of Section 2.6 of the Consolidated Form Credit Agreement. Notwithstanding that Any Note evidencing a Q1 2022 Term Loan shall be in form and substance similar to Exhibit D-6 to the cover page Credit Agreement. All Q1 2022 Term Loans will have a scheduled maturity date no later than the last day of the Consolidated Form Q1 2022 Extension Period. All such Q1 2022 Term Loans shall be repaid in their entirety no later than such date. There shall be no scheduled principal payments in respect of Q1 2022 Term Loans prior to the scheduled maturity date therefor. Interest shall accrue on the Q1 2022 Term Loans at the Alternate Base Rate minus 1.75%. Such interest shall be paid in its entirety on the earlier of the last day of the Q1 2022 Extension Period and the day on which the Q1 2022 Term Loans are fully repaid and the Q1 2022 Commitments are terminated. The Borrower may prepay the Q1 2022 Term Loans, in whole or in part, without penalty or premium prior to such date. Schedule 1 to the Credit Agreement (the Schedule of Commitments) is dated “as hereby modified to include the Q1 2022 Commitments in respect of November 2Q1 2022 Term Loans. No Increasing Lender Supplement shall be required to be delivered in connection with a Q1 2022 Term Loan. The Q1 2022 Term Loans, 2017” subject to the foregoing and Section 5.1 of the Consolidated Form following, shall be governed by and subject to the Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms same extent other Term Loans are governed thereby and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth hereinsubject thereto. The Company, the Banks (including the Existing Banks party hereto), Borrower shall pay to the Administrative Agent, on behalf of each Q1 2022 Lender, a commitment fee equal to 0.15% multiplied by the Collateral Agent unused portion of its Q1 2022 Commitment during the Q1 2022 Extension Period. The aggregate of such commitment fees shall be paid on the earlier of the last day of the Q1 2022 Extension Period and the Collateral Monitoring Agent acknowledge day on which the Q1 2022 Term Loans are fully repaid and agree that each amendment the Q1 2022 Commitments are terminated. No Q1 2022 Term Loan shall be extended unless the Borrower satisfies the requirements of Section 4.2 of the Credit Agreement in connection with such extension. Q1 2022 Commitments may be terminated from time to time by the Q1 2022 Lenders to the Annexes, Schedules and Exhibits attached extent Five-Year Revolving Lenders are able to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment terminate their Five-Year Revolving Commitments (the Company, the Banks (including the Existing Banks party heretowhether or not they do so), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof.

Appears in 1 contract

Samples: Incremental Term Loan Amendment to Credit Agreement (Andersons, Inc.)

Amendments to Existing Credit Agreement. a. Subject Effective on the Amendment Effective Date, the Credit Agreement is amended as follows: 2.1 By its execution hereof, the New Borrower hereby agrees to become party to the Credit Agreement with the Current Borrowers and is hereby bound by its terms and conditions set forth hereinin all respects as if it had been an original Borrower, notwithstanding the Existing Credit Agreement is hereby amended so that, as amended, it shall read as set forth in, and shall have fact that New Borrower's obligations under the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, as amended hereby and as may from time to time be further amended or modified, are evidenced by separate Revolving Credit Notes, the terms, covenants, conditions and other provisions forms of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment attached hereto as if fully set forth herein. Exhibits A and B. 2.2 The Companyfirst sentence of Section 2.4(A) is amended and restated to read in its entirety as follows: "Unless otherwise provided in writing evidencing such Indebtedness, the Banks (including the Existing Banks party hereto), the each Borrower agrees to pay Administrative Agent, for the Collateral Agent and benefit of each Lender, interest on the Collateral Monitoring Agent acknowledge and agree that each amendment outstanding principal balance of its Loans from time to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment time at a rate equal to (the Companyi) with respect to Base Rate Loans, the Banks Base Rate plus the Applicable Margin and (including the Existing Banks party hereto)ii) with respect to LIBOR Loans, the Administrative AgentLIBOR Rate plus the Applicable Margin." 2.3 Section 2.7(A) is amended and restated to read in its entirety as follows: "[Intentionally Omitted]". 2.4 The first sentence of Section 2.9(A) is amended by replacing the phrase "Borrowers agree, jointly and severally, to pay such Lender" with "each applicable Borrower agrees to pay such Lender". 2.5 Section 2.9(B) is amended by replacing the Collateral Agent phrase "Borrowers agree, jointly and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference severally, to the Consolidated Form Credit Agreement provides a convenience pay to such parties Lender" with "each applicable Borrower agrees to permit the amended terms pay to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendmentsuch Lender". b. Subject to 2.6 The last sentence of Section 2.9(C) is amended by replacing the terms phrase "conclusive and conditions set forth herein, the Annexes, Schedules binding on Borrowers" with "conclusive and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that binding on each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereofapplicable Borrower".

Appears in 1 contract

Samples: Revolving Credit Agreement (Information Resources Inc)

Amendments to Existing Credit Agreement. a. Subject Effective as of the Early Opt-In Effective Date, and subject to the terms and conditions set forth hereinabove and below: (a) The Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: doubled-underlined text) as set forth in the Credit Agreement attached hereto as Annex A. Notwithstanding the foregoing, each existing Eurocurrency Loan (as defined in the Existing Credit Agreement) based on the “Adjusted LIBO Rate” (as defined in the Existing Credit Agreement) outstanding on the Early Opt-In Effective Date may, at the sole discretion of the Administrative Agent, continue to remain outstanding as a “Eurocurrency Loan” (as defined in the Existing Credit Agreement”) based on the “Adjusted LIBO Rate” (as defined in the Existing Credit Agreement) that is subject to the definitions, terms and provisions set forth in the Existing Credit Agreement until the end of the Interest Period (as defined in the Existing Credit Agreement) applicable to such Eurocurrency Loan (as defined in the Existing Credit Agreement) and, upon the end of such Interest Period (as defined in the Existing Credit Agreement), such Eurocurrency Loan (as defined in the Existing Credit Agreement) shall, pursuant to the definitions, terms and provisions of the Credit Agreement (after giving effect to this Amendment), convert to a Type of Loan that is permitted under the Credit Agreement (after giving effect to this Amendment). (b) Exhibit D of the Existing Credit Agreement is hereby amended so that, as amended, it shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read deleted in full context), its entirety and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement replaced with such Exhibit attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof.Annex B.

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp)

Amendments to Existing Credit Agreement. a. Subject to the terms and conditions set forth herein, the (a) The Existing Credit Agreement (excluding the Annexes, Exhibits and Schedules thereto, other than Annex A and Schedule 1.01(b)) is hereby amended so that, to delete the stricken text (indicated textually in the same manner as amended, it shall read the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks in Exhibit A attached hereto. (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation b) Notwithstanding any provision of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2contrary, 2017whether or not the LIBO Rate is operational, reported, published on a synthetic basis or otherwise available in the changes to the Existing Credit Agreement effected by this Amendment shall be effective market as of the satisfaction Transition Date, the parties agree that: (a) no Adjusted LIBO Rate Loan shall be available, requested or waiver made thereunder, and (b) any request for a new Eurocurrency Borrowing denominated in Dollars, or to continue, renew, extend, reinstate or increase an existing Eurocurrency Borrowing denominated in Dollars, shall be ineffective, in each case, to the conditions to effectiveness set forth in Section 3 extent that any such Borrowing would, but for the provisions of this AmendmentExhibit A attached hereto, reference a setting of the LIBO Rate or Adjusted LIBO Rate on or after the Transition Date. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified c) Nothing in this Amendment (or in any of the Company, Loan Documents shall restrict or impact the Banks (including the Existing Banks party hereto), ability or right of the Administrative AgentAgent to make any future modifications, supplements, amendments, technical, administrative or operational changes or other conforming changes that the Collateral Administrative Agent decides may be appropriate to reflect the adoption and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules implementation of Adjusted Term SOFR and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended use and administration thereof by the Administrative Agent to the extent permitted pursuant to the Amended Agreement and the other Loan Documents. On the Transition Date, all outstanding Eurocurrency Borrowings denominated in Dollars shall be made as SOFR Borrowings denominated in Dollars in accordance with the terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereofAmended Agreement.

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (Stellus Capital Investment Corp)

Amendments to Existing Credit Agreement. a. Subject (a) (i) Each of the 2016 Replacement Term B-12 Lenders hereby agrees to make to the terms Borrower and conditions set forth hereinthe Subsidiary Borrowers, on (and subject to the Existing Credit Agreement is hereby amended so that, occurrence of) the Eighth Amendment Effective Date (as amended, it shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party heretodefined below), 2016 Replacement Term B-12 Loans in Dollars in an aggregate principal amount equal to $867,825,000 to refinance all Refinanced Term B-12 Loans in accordance with the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation relevant requirements of the Existing Credit Agreement or any other Loan Document or and this Eighth Amendment. It is understood and agreed that the 2016 Replacement Term B-12 Loans being made pursuant to this Eighth Amendment shall constitute “Replacement Term Loans” as defined in, and pursuant to, Section 10.01 of any credit facility provided thereunder or in respect thereof. For ease the Existing Credit Agreement, and the Refinanced Term B-12 Loans being refinanced shall constitute “Refinanced Term Loans” as defined in, and pursuant to, Section 10.01 of review, the original signature pages have been removed from the Consolidated Form Existing Credit Agreement. Notwithstanding that Except as expressly provided in this Eighth Amendment (including as to the cover page Applicable Rate and call protection) and the Amended Credit Agreement, the 2016 Replacement Term B-12 Loans shall be on terms identical to the Refinanced Term B-12 Loans (including, without limitation, as to maturity, Guarantors, Collateral (and ranking) and payment priority). (ii) Each of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable 2016 Replacement Term B-14 Lenders hereby agrees to make to the initial Closing Date of November 2Borrower and the Subsidiary Borrowers, 2017, the changes on (and subject to the Existing Credit Agreement effected by this occurrence of) the Eighth Amendment shall be effective as of Effective Date, 2016 Replacement Term B-14 Loans in Dollars in an aggregate principal amount equal to $259,350,000 to refinance all Refinanced Term B-14 Loans in accordance with the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation relevant requirements of the Existing Credit Agreement and this Eighth Amendment. It is understood and agreed that the 2016 Replacement Term B-14 Loans being made pursuant to this Eighth Amendment shall constitute “Replacement Term Loans” as defined in, and pursuant to, Section 10.01 of the Existing Credit Agreement, and the Refinanced Term B-14 Loans being refinanced shall constitute “Refinanced Term Loans” as defined in, and pursuant to, Section 10.01 of the Existing Credit Agreement. Except as expressly provided in this Eighth Amendment (including as to the Applicable Rate and call protection) and the Amended Credit Agreement, the 2016 Replacement Term B-14 Loans shall be on terms identical to the Refinanced Term B-14 Loans (including, without limitation, as to maturity, Guarantors, Collateral (and ranking) and payment priority). (iii) The Administrative Agent has prepared a schedule (the “New 2016 Commitment Schedule”) which sets forth the allocated commitments received by it with respect to the (x) 2016 Replacement Term B-12 Loans (such commitments, the “2016 Replacement Term B-12 Commitments”) from the 2016 Replacement Term B-12 Lenders and (y) 2016 Replacement Term B-14 Loans (such commitments, the “2016 Replacement Term B-14 Commitments”) from the 2016 Replacement Term B-14 Lenders. The Left Lead Arranger has notified each 2016 Replacement Term B-12 Lender as to its allocated 2016 Replacement Term B-12 Commitment and each 2016 Replacement Term B-14 Lender as to its allocated 2016 Replacement Term B-14 Commitment, respectively, and each of the 2016 Replacement Term B-12 Lenders and the 2016 Replacement Term B-14 Lenders is listed as a signatory to this Eighth Amendment. On the Eighth Amendment Effective Date, all then outstanding Refinanced Term B-12 Loans and Refinanced Term B-14 Loans shall be refinanced in full as follows: (A) (x) the outstanding aggregate principal amount of Refinanced Term B-12 Loans of each Term B-12 Lender which (i) is an existing Term B-12 Lender under the Existing Credit Agreement with respect to Refinanced Term B-12 Loans prior to giving effect to this Eighth Amendment (each, an “Existing Term B-12 Lender”) and (ii) does not have a 2016 Replacement Term B-12 Commitment (a Term B-12 Lender meeting the requirements of subclauses (x)(i) and (ii), each, a “Non-Converting Term B-12 Lender”) shall be repaid in full in cash with respect to its Refinanced Term B-12 Loans and (y) the outstanding aggregate principal amount of Refinanced Term B-14 Loans of each Term B-14 Lender which (i) is an existing Term B-14 Lender under the Existing Credit Agreement with respect to Refinanced Term B-14 Loans prior to giving effect to this Eighth Amendment (each, an “Existing Term B-14 Lender”) and (ii) does not have a 2016 Replacement Term B-14 Commitment (a Term B-14 Lender meeting the requirements of subclauses (y)(i) and (ii), each, a “Non-Converting Term B-14 Lender”) shall be repaid in full in cash with respect to its Refinanced Term B-14 Loans; (B) (x) the outstanding aggregate principal amount of Refinanced Term B-12 Loans of each Existing Term B-12 Lender which has a 2016 Replacement Term B-12 Commitment (each, a “2016 Converting Term B-12 Lender”) shall automatically be converted into new Term B-12 Loans (each, a “Converted 2016 Replacement Term B-12 Loan”) in a principal amount equal to such 2016 Converting Term B-12 Lender’s outstanding Refinanced Term B-12 Loans (the “Term B-12 Loan Conversion”) and (y) the outstanding aggregate principal amount of Refinanced Term B-14 Loans of each Existing Term B-14 Lender which has a 2016 Replacement Term B-14 Commitment (each, a “2016 Converting Term B-14 Lender”) shall automatically be converted into new Term B-14 Loans (each, a “Converted 2016 Replacement Term B-14 Loan”) in a principal amount equal to such 2016 Converting Term B-14 Lender’s outstanding Refinanced Term B-14 Loans (the “Term B-14 Loan Conversion”); (C) (1) each Person with a 2016 Replacement Term B-12 Commitment that is not an Existing Term B-12 Lender (each, a “New 2016 Replacement Term B-12 Lender”) and (2) each 2016 Converting Term B-12 Lender with a 2016 Replacement Term B-12 Commitment in an amount in excess of the aggregate principal amount of Refinanced Term B-12 Loans of such 2016 Converting Term B-12 Lender (any such difference as to such 2016 Converting Term B-12 Lender, a “New 2016 Replacement Term B-12 Commitment”), agrees to make to the Borrower and the applicable Subsidiary Borrowers a new Term B-12 Loan (the “New 2016 Replacement Term B-12 Loans” and, together with the Converted 2016 Replacement Term B-12 Loans, the “2016 Replacement Term B-12 Loans”) in a principal amount equal to such New 2016 Replacement Term B-12 Lender’s 2016 Replacement Term B-12 Commitment or such 2016 Converting Term B-12 Lender’s New 2016 Replacement Term B-12 Commitment, as the case may be, on the Eighth Amendment Effective Date; and (D) (1) each Person with a 2016 Replacement Term B-14 Commitment that is not an Existing Term B-14 Lender (each, a “New 2016 Replacement Term B-14 Lender”) and (2) each 2016 Converting Term B-14 Lender with a 2016 Replacement Term B-14 Commitment in an amount in excess of the aggregate principal amount of Refinanced Term B-14 Loans of such 2016 Converting Term B-14 Lender (any other such difference as to such 2016 Converting Term B-14 Lender, a “New 2016 Replacement Term B-14 Commitment”), agrees to make to the Borrower and the applicable Subsidiary Borrowers a new Term B-14 Loan Document (the “New 2016 Replacement Term B-14 Loans” and, together with the Converted 2016 Replacement Term B-14 Loans, the “2016 Replacement Term B-14 Loans”) in a principal amount equal to such New 2016 Replacement Term B-14 Lender’s 2016 Replacement Term B-14 Commitment or such 2016 Converting Term B-14 Lender’s New 2016 Replacement Term B-14 Commitment, as the case may be, on the Eighth Amendment Effective Date. (iv) On the Eighth Amendment Effective Date, (x) each 2016 Replacement Term B-12 Lender hereby agrees to “fund” its 2016 Replacement Term B-12 Loans in an aggregate principal amount equal to such 2016 Replacement Term B-12 Lender’s 2016 Replacement Term B-12 Commitment and (y) each 2016 Replacement Term B-14 Lender hereby agrees to “fund” its 2016 Replacement Term B-14 Loans in an aggregate principal amount equal to such 2016 Replacement Term B-14 Lender’s 2016 Replacement Term B-14 Commitment, in each case, as follows: (A) (x) each 2016 Converting Term B-12 Lender shall fund its Converted 2016 Replacement Term B-12 Loans by converting its then outstanding principal amount of Refinanced Term B-12 Loans into a Converted 2016 Replacement Term B-12 Loan in a principal amount equal to such 2016 Converting Term B-12 Lender’s outstanding Refinanced Term B-12 Loans and (y) each 2016 Converting Term B-14 Lender shall fund its Converted 2016 Replacement Term B-14 Loans by converting its then outstanding principal amount of Refinanced Term B-14 Loans into a Converted 2016 Replacement Term B-14 Loan in a principal amount equal to such 2016 Converting Term B-14 Lender’s outstanding Refinanced Term B-14 Loans; and (B) (x) the Designated 2016 Replacement Term B-12 Lender shall fund in cash to the Borrower and the applicable Subsidiary Borrowers, on behalf of each 2016 Converting Term B-12 Lender with a New 2016 Replacement Term B-12 Commitment and each New 2016 Replacement Term B-12 Lender with a 2016 Replacement Term B-12 Commitment an aggregate amount equal to (1) in the case of a 2016 Converting Term B-12 Lender, such 2016 Converting Term B-12 Lender’s New 2016 Replacement Term B-12 Commitment, and (2) in the case of a New 2016 Replacement Term B-12 Lender, such New 2016 Replacement Term B-12 Lender’s 2016 Replacement Term B-12 Commitment, if any credit facility provided thereunder and (y) the Designated 2016 Replacement Term B-14 Lender shall fund in cash to the Borrower and the applicable Subsidiary Borrowers, on behalf of each 2016 Converting Term B-14 Lender with a New 2016 Replacement Term B-14 Commitment and each New 2016 Replacement Term B-14 Lender with a 2016 Replacement Term B-14 Commitment an aggregate amount equal to, (1) in the case of a 2016 Converting Term B-14 Lender, such 2016 Converting Term B-14 Lender’s New 2016 Replacement Term B-14 Commitment, and (2) in the case of a New 2016 Replacement Term B-14 Lender, such New 2016 Replacement Term B-14 Lender’s 2016 Replacement Term B-14 Commitment, if any. (v) On the Eighth Amendment Effective Date, the Borrower shall pay in cash (x) all accrued and unpaid interest on the Refinanced Term B-12 Loans through the Eighth Amendment Effective Date at the rate in effect prior to giving effect to this Eighth Amendment, (y) all accrued and unpaid interest on the Refinanced Term B-14 Loans through the Eighth Amendment Effective Date at the rate in effect prior to giving effect to this Eighth Amendment, and (z) to each Non-Converting Term B-12 Lender, each 2016 Converting Term B-12 Lender, each Non-Converting Term B-14 Lender and each 2016 Converting B-14 Lender, any loss, expense or liability due under Section 3.05 of the Existing Credit Agreement. (vi) Promptly following the Eighth Amendment Effective Date, (x) all Term B-12 Notes, if any, evidencing the Refinanced Term B-12 Loans shall be cancelled and returned to the Borrower, and any 2016 Replacement Term B-12 Lender may request that its 2016 Replacement Term B-12 Loan be evidenced by a Term B-12 Note and (y) all Term B-14 Notes, if any, evidencing the Refinanced Term B-14 Loans shall be cancelled and returned to the Borrower, and any 2016 Replacement Term B-14 Lender may request that its 2016 Replacement Term B-14 Loan be evidenced by a Term B-14 Note, in respect thereofeach case, pursuant to Section 2.11(a) of the Amended Credit Agreement. (vii) All proceeds of the (x) 2016 Replacement Term B-12 Loans will be used solely to repay the outstanding principal amount of Refinanced Term B-12 Loans of Existing Term B-12 Lenders on the Eighth Amendment Effective Date and (y) 2016 Replacement Term B-14 Loans will be used solely to repay the outstanding principal amount of Refinanced Term B-14 Loans of Existing Term B-14 Lenders on the Eighth Amendment Effective Date, and, in each case, to pay any fees and expenses incurred in connection with this Eighth Amendment.

Appears in 1 contract

Samples: Credit Agreement (West Corp)

Amendments to Existing Credit Agreement. a. Subject to Upon satisfaction of the terms and conditions set forth hereinin Section 3 hereof, the Existing Credit Agreement is hereby amended so thatas follows: a. The Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold, double-underlined text (indicated textually in the same manner as amended, it shall read the following example: double-underlined text) as set forth in, and shall have in the terms, covenants, conditions and other provisions of, pages of the Consolidated Form Credit Agreement attached hereto as Exhibit A (the “Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment . b. Exhibit A to the Existing Credit Agreement reflected is hereby amended to delete the stricken text (indicated textually in the Consolidated Form Credit Agreement is same manner as the following example: stricken text) and shall be effective to add the bold, double-underlined text (indicated textually in the same manner as if individually specified the following example: double-underlined text) as set forth in this the pages of the amended Exhibit A attached hereto as Exhibit B. c. As of the First Amendment Effective Date, all outstanding Eurodollar Rate Loans (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending as defined in the Existing Credit Agreement by reference Agreement) with an Interest Period ending on or prior to March 31, 2023 (the Consolidated Form “Existing Eurodollar Rate Loans”) shall continue to bear interest at the Eurodollar Rate (as defined in the Existing Credit Agreement provides a convenience Agreement) plus the Applicable Margin for the applicable Interest Period in effect immediately prior to such parties giving effect to permit the amended terms to be read in full context), and that this Amendment is not a novation on such Existing Eurodollar Rate Loans (each applicable Interest Period for such Existing Eurodollar Rate Loans, an “Existing Interest Period”) until such time as the Existing Interest Periods have expired and immediately after the Existing Interest Periods have expired, the Existing Eurodollar Rate Loans will no longer accrue interest based on the Eurodollar Rate and shall accrue interest based on Adjusted Term SOFR and/or the Base Rate, as applicable, in accordance with the terms and conditions of the Credit Agreement. Notwithstanding the immediately preceding sentence, the terms of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2calculation, 2017” payment and Section 5.1 administration of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to Existing Eurodollar Rate Loans shall remain in effect from and after the initial Closing First Amendment Effective Date until the termination of November 2all Existing Interest Periods, 2017solely for purposes of making, and the changes to administration of, fee and interest payments on the Existing Eurodollar Rate Loans. As of the First Amendment Effective Date, all outstanding Eurodollar Rate Loans (as defined in the Existing Credit Agreement effected by this Amendment shall be effective as Agreement) with an Interest Period ending after March 31, 2023 are hereby converted to SOFR Loans with an Interest Period of 3 months ending June 30, 2023 (the satisfaction or waiver “SOFR Conversion”). Notwithstanding anything to the conditions to effectiveness contrary set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so thatAgreement, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and no amounts shall be effective as if individually specified owed by the Borrowers in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or respect of any credit facility provided thereunder or in respect thereofEurodollar breakage costs associated with the SOFR Conversion.

Appears in 1 contract

Samples: Credit Agreement (e.l.f. Beauty, Inc.)

Amendments to Existing Credit Agreement. a. Subject (a) Effective on and as of the First Amendment Effective Date, the Existing Credit Agreement (excluding the signature pages, schedules and exhibits thereto, which shall remain in full force and effect, except as specifically referenced in this Section 2) is hereby amended in its entirety to the terms and conditions read as set forth hereinon Exhibit A attached hereto, and any notices or notice periods required under the Loan Documents in connection with the implementation of the amendment of the Existing Credit Agreement are hereby waived. (b) Exhibit A-1 to the Existing Credit Agreement is hereby amended so that, as amended, it shall in its entirety to read as set forth inin Exhibit B attached hereto, and shall have any notices or notice periods required under the terms, covenants, conditions and other provisions of, Loan Documents in connection with the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation implementation of the Existing Credit Agreement or any other Loan Document or amendment of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached Exhibit A-1 to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks waived. (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached c) Exhibit A-3 to the Existing Credit Agreement reflected is hereby amended in its entirety to read as set forth in Exhibit C attached hereto, and any notices or notice periods required under the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified Loan Documents in this Amendment (connection with the Company, implementation of the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits amendment of Exhibit A-1 to the Existing Credit Agreement by reference to are hereby waived. (d) For the Consolidated Form Annexesavoidance of doubt, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that (i) this Amendment is and the amendments contemplated hereby shall not constitute a novation novation, discharge, rescission, extinguishment or substitution of the parties’ rights and obligations under the Existing Credit Agreement or evidence payment of all or any portion of the Borrower’s obligations and liabilities under the Existing Credit Agreement and (ii) the Loans under and as defined in the Existing Credit Agreement shall remain outstanding and be continued as the same indebtedness as Loans under and as defined in the Credit Agreement, and shall bear interest and be subject to such other Loan Document or of any credit facility provided thereunder or fees as set forth in respect thereofthe Credit Agreement.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Waste Connections, Inc.)

Amendments to Existing Credit Agreement. a. (a) (i) Subject to the terms and satisfaction of the conditions set forth hereinin Section 2, the Existing Credit Agreement is 2024 Refinancing Term B Lenders hereby amended so that, severally agree to make 2024 Refinancing Term B Loans (as amended, it shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment defined below) to the Existing Credit Agreement reflected Borrower on the Second Amendment Effective Date in the Consolidated Form Credit Agreement is and shall be effective as if individually specified aggregate principal amount of $897,750,000 to refinance all outstanding Existing Term B Loans in this Amendment (accordance with the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation relevant requirements of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereofand this Second Amendment. For ease of review, The 2024 Refinancing Term B Loans made pursuant to this Second Amendment and the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Amended Credit Agreement is dated shall constitute as of November 2Refinancing Term Loans”, 2017“Other Term Loans” and “Incremental Term Loans” incurred pursuant to Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation 2.21(j) of the Existing Credit Agreement or any and be part of a new Class of Term Loans constituting an “Incremental Term Facility”, in each case for all purposes of the Amended Credit Agreement and the other Loan Document or Documents, except for purposes of any credit facility Section 2.01(c)(iii) of the Existing Credit Agreement and Section 2.01(c)(iv) of the Amended Credit Agreement. This Second Amendment constitutes an Incremental Assumption Agreement pursuant to which a new Class of Term Loans is established as 2024 Refinancing Term B Loans. Except as expressly provided thereunder or in respect thereof.this Second Amendment (including, without limitation, as to the Applicable Margin) and the Amended Credit Agreement, the 2024 Refinancing Term B Loans shall be on terms identical to the Existing Term B Loans (including, without limitation, as to maturity, Guarantors, pari passu Collateral (and ranking) and payment priority), with the following terms to apply:

Appears in 1 contract

Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.)

Amendments to Existing Credit Agreement. a. Subject (a) Effective as of the Amendment Effective Date (as defined below), the definition of “Consolidated EBITDA” in the Existing Credit Agreement is hereby amended to add the following at the end thereof: “In the case of any such acquisition of any Person, property, business or assets, any such pro forma adjustment shall be at the Borrower’s option, and in the case of any such sale, transfer, abandonment or other disposition of any Person, property, business or asset, the Borrower may elect not to reflect the pro forma effect of such sale, transfer, abandonment or other disposition in any calculation of Consolidated EBITDA to the terms and conditions set forth hereinextent not constituting a Material Disposition. For purposes hereof, “Material Disposition” means any sale, transfer, abandonment or other disposition (or series of dispositions) of any Person, property, business or asset made by the Borrower or any Subsidiary during such period which accounted for, in the aggregate, more than 2.5% of Consolidated EBITDA during such period (calculated prior to giving effect to such Material Disposition).” (b) Effective as of the SOFR Amendment Effective Date (as defined below), the Existing Credit Agreement is hereby amended so that, to delete the stricken text (indicated textually in the same manner as amended, it shall read the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in, and shall have in the terms, covenants, conditions and other provisions of, pages of the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Amended Credit Agreement are hereby incorporated by reference into this attached as Exhibit A hereto. (c) Effective as of the SOFR Amendment Effective Date (as if fully set forth herein. The Company, the Banks (including the Existing Banks party heretodefined below), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation Exhibit 2.03 of the Existing Credit Agreement or any other Loan Document or is hereby amended and restated to be in the form of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective Annex A hereto. (d) Effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, SOFR Amendment Effective Date (as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party heretodefined below), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation Exhibit 2.07 of the Existing Credit Agreement or any other Loan Document or is hereby amended and restated to be in the form of any credit facility provided thereunder or Annex B hereto. (e) Effective as of the SOFR Amendment Effective Date (as defined below), Exhibit 2.10 of the Existing Credit Agreement is hereby amended and restated to be in respect thereofthe form of Annex C hereto.

Appears in 1 contract

Samples: Credit Agreement (Kinder Morgan, Inc.)

Amendments to Existing Credit Agreement. a. Subject (a) Effective as of the date hereof, and subject to the terms and satisfaction of the conditions precedent set forth hereinin Section 3 hereof, the Termination Date is hereby extended to August 23, 2001. (b) Section 8.07 of the Existing Credit Agreement is hereby amended so thatby adding the following provisions to such Section: (i) Notwithstanding anything to the contrary contained herein, any Bank (a "DESIGNATING BANK") may grant to one or more special purpose funding vehicles (each an "SPV"), identified as amendedsuch in writing from time to time by the Designating Bank to the Agent and the Borrower, it the option to provide to the Borrower all or any part of any Advance that such Designating Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall read as set forth inconstitute a commitment by any SPV to make any Advance, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Designating Bank shall be obligated to make such Advance pursuant to the terms hereof, (iii) the Designating Bank shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (iv) no SPV or Designating Bank shall be entitled to receive any greater amount under this Agreement than the Designating Bank would have been entitled to receive had the Designating Bank not otherwise granted such SPV the option to provide any Advance to the Borrower. The making of an Advance by an SPV hereunder shall utilize the Commitment of the Designating Bank to the same extent, and as if, such Advance were made by such Designating Bank. (j) Each party hereto hereby acknowledges and agrees that no SPV shall have the termsrights of a Bank hereunder, covenantssuch rights being retained by the applicable Designating Bank. Accordingly, conditions and other provisions ofwithout limiting the foregoing, each party hereby further acknowledges and agrees that no SPV shall have any voting rights hereunder and that the voting rights attributable to any Advance made by an SPV shall be exercised only by the relevant Designating Bank and that each Designating Bank shall serve as the administrative agent and attorney-in-fact for its SPV and shall on behalf of its SPV receive any and all payments made for the benefit of such SPV and take all actions hereunder to the extent, if any, such SPV shall have any rights hereunder. No additional Note shall be required to evidence the Advances or portion thereof made by an SPV; and the related Designating Bank shall be deemed to hold its Note or Notes as administrative agent for such SPV to the extent of the Advances or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Bank as administrative agent for such SPV. (k) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Agreement for which a Bank would otherwise be liable so long as, and to the extent that, the Consolidated Form Credit related Designating Bank provides such indemnity or makes such payment; provided, with respect to such agreement by the Borrower that the related Designating Bank shall not be in breach of its obligation to make Advances to the Borrower hereunder. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Agreement) that prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof; provided, with respect to such agreement by the Borrower that the related Designating Bank shall not be in breach of its obligation to make Advances to the Borrower hereunder. Notwithstanding the foregoing, the Designating Bank unconditionally agrees to indemnify the Borrower, the Agent and each Bank against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be incurred by or asserted against the Borrower, the Agent or such Bank, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPV. (l) In addition, notwithstanding anything to the contrary contained in subsection 9.07(i), (j), (k) or (l) or otherwise in this Agreement, any SPV may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Advances to the termsDesignating Bank or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Advances and (ii) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, covenantscommercial paper dealer or provider of any surety, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth hereinguarantee or credit or liquidity enhancements to such SPV. The Company, the Banks (including the Existing Banks party heretoSubsection 9.07(i), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party heretoj), (k) or (l) may not be amended without the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation written consent of any Designating Bank affected thereby. (c) AMENDMENT TO SCHEDULE I - Schedule I of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or is hereby amended and restated to read in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “its entirety as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this AmendmentExhibit A hereto. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Detroit Edison Co)

Amendments to Existing Credit Agreement. a. Subject In reliance on the representations, warranties, covenants and agreements contained in this Eighth Amendment, and subject to the terms and satisfaction of the conditions precedent set forth hereinin Section 6 hereof, effective as of the Eighth Amendment Effective Date: 2.1 The body of the Existing Credit Agreement is hereby shall be amended so that, to delete the stricken text (indicated textually in the same manner as amended, it shall read the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in, and shall have in the terms, covenants, conditions and other provisions of, pages of the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment attached as if fully set forth herein. The Company, the Banks (including the Existing Banks party Annex A hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment . 2.2 Schedule 1 to the Existing Credit Agreement reflected shall be amended and restated in its entirety in the Consolidated Form Credit Agreement is form of Schedule 1 attached hereto and Schedule 1 attached hereto shall be effective deemed to be attached as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference Schedule 1 to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes . 2.3 Exhibit B to the Existing Credit Agreement effected by this Amendment shall be effective amended and restated in its entirety in the form of Exhibit B attached hereto and Exhibit B attached hereto shall be deemed to be attached as of the satisfaction or waiver Exhibit B to the conditions to effectiveness set forth in Section 3 of this AmendmentCredit Agreement. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached 2.4 Exhibit D to the Existing Credit Agreement are hereby shall be amended so that, and restated in its entirety in the form of Exhibit D attached hereto and Exhibit D attached hereto shall be deemed to be attached as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment Exhibit D to the Annexes, Schedules and Exhibits attached Credit Agreement. 2.5 Exhibit J to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits amended by replacing each reference to “Eurodollar” appearing therein with a reference to “SOFR”. 2.6 Exhibit K to the Existing Credit Agreement shall be amended by replacing each reference to the Consolidated Form Annexes, Schedules and Exhibits provides “Eurodollar” appearing therein with a convenience reference to such parties “SOFR”. Any Schedule or Exhibit to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement not amended pursuant to the terms of this Eighth Amendment shall remain in effect without any amendment or any other Loan Document or of any credit facility provided thereunder or in respect thereofmodification thereto.

Appears in 1 contract

Samples: Credit Agreement (Laredo Petroleum, Inc.)

AutoNDA by SimpleDocs

Amendments to Existing Credit Agreement. a. Subject to the terms and satisfaction (or written waiver) of the conditions set forth hereinin Section 4 below and in reliance upon the representations and warranties of the Loan Parties set forth in Section 6 below, as of the First Amendment Effective Date (as hereinafter defined) the Existing Credit Agreement (excluding the schedules and exhibits thereto, which shall remain in full force and effect) is hereby amended in the following manner: (a) Section 2.05(a)(i) of the Existing Credit Agreement is hereby amended so thatby inserting the following text immediately after the text “commencing” in such Section: “on (and, as amendedfor the avoidance of doubt, it shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks including an instalment on)”. (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation b) Section 7.02(a) of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so thatand restated in its entirety as follows: (a) the Borrower Agent shall execute and deliver to Administrative Agent, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), in a form acceptable to the Administrative Agent, (x) on or before the Collateral 20th day of each month a Borrowing Base Certificate as of the last day of the immediately preceding month, and (y) Borrowing Base Certificates weekly on or before Wednesday of each week and as of the last day of the immediately preceding week, in each case together with such supporting materials as the Administrative Agent shall reasonably request (including weekly reporting of gross inventory and the Collateral Monitoring Agent acknowledge rolling forward accounts receivable data by reporting weekly sales, cash collections and agree that each amendment credits and monthly reporting of Credit Card Receivables, inventory ineligibles and accounts receivable ineligibles); provided that, to the Annexesextent approved by the Administrative Agent in its reasonable discretion, Schedules and Exhibits attached the Borrower will not be required to update certain items in the weekly Borrowing Base Certificate to the Existing Credit Agreement reflected extent that such items are not available on a weekly basis in the Consolidated Form Annexes, Schedules and Exhibits is and ordinary course of business using commercially reasonable efforts (it being agreed that the foregoing shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), not prevent the Administrative AgentAgent from implementing Availability Reserves to account for such items). All calculations of Availability in any Borrowing Base Certificate shall initially be made by Borrowers and certified by a Responsible Officer, provided that the Collateral Administrative Agent may from time to time review and adjust any such calculation in its Credit Judgement (a) to reflect its estimate of declines in value of any Collateral, including due to collections received in the Collateral Monitoring Agent further acknowledging that amending the AnnexesConcentration Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, Schedules quality, mix and Exhibits other factors affecting Collateral, including delay of payment of accounts payable beyond past practice; and (c) to the Existing Credit Agreement by reference to extent the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment calculation is not a novation made in accordance with this Agreement or does not accurately reflect the Availability Reserve; (c) Article VII of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect is hereby amended by adding the following Sections at the end thereof.:

Appears in 1 contract

Samples: Term Loan Credit Agreement (Purple Innovation, Inc.)

Amendments to Existing Credit Agreement. a. Subject Notwithstanding anything to the terms and conditions set forth herein, contrary contained in the Existing Credit Agreement is hereby or in any other Credit Document, pursuant to Section 5.07(c) of the Existing Credit Agreement, in order to make Benchmark Replacement Conforming Changes (as defined in the Existing Credit Agreement) in connection with the Benchmark Replacement (as defined in the Existing Credit Agreement), on and as of July 1, 2023 (the “First Amendment Effective Date”), (i) the Existing Credit Agreement shall be amended so that, as amended, it shall read as set forth in, in Exhibit A attached hereto (double underlining indicates new language and shall have strikethrough indicates language that has been deleted) (the terms, covenants, conditions and other provisions of, the Consolidated Form Existing Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated as so amended by reference into this Amendment as if fully set forth herein. The CompanyAmendment, the Banks (including the Existing Banks party hereto“Amended Credit Agreement”), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment (ii) Exhibit B (Form of Notice of Borrowing) to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective amended and restated in its entirety with the form of Notice of Borrowing attached as if individually specified in this Amendment Exhibit B hereto and (the Company, the Banks iii) Exhibit C (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or Notice of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes Continuation/Conversion) to the Existing Credit Agreement effected by this Amendment shall be effective amended and restated in its entirety with the form of Notice of Continuation/Conversion attached as Exhibit C hereto; provided that if any Borrowing (as defined in the Existing Credit Agreement) of LIBOR Loans (as defined in the Existing Credit Agreement) is outstanding on the First Amendment Effective Date, such Borrowing shall continue to accrue interest based on the LIBO Rate (as defined in the Existing Credit Agreement) until the end of the satisfaction or waiver Interest Period (as defined in the Existing Credit Agreement) applicable to the conditions such Borrowing (and references to effectiveness set forth “LIBO Base Rate”, “LIBO Rate” and “LIBOR Loans” in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so thatshall continue to apply to such Borrowing until the end of such Interest Period); provided, further, that on and after the First Amendment Effective Date, Borrower shall not be entitled to request any new Borrowing of LIBOR Loans or the continuation of any existing Borrowing (as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to defined in the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation Agreement) of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereofLIBOR Loans.

Appears in 1 contract

Samples: Credit Agreement (Bally's Corp)

Amendments to Existing Credit Agreement. a. Subject to and in accordance with the terms and conditions set forth herein, the parties hereto agree that the Existing Credit Agreement is amended as follows: (a) the body of the Existing Credit Agreement is hereby amended so that, to delete the stricken text (indicated textually in the same manner as amended, it shall read the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double- underlined text) as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to as Annex A. (b) the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so and restated such that, as amendedafter giving effect to all such amendments, such Annexes, Schedules and the Exhibits to the Credit Agreement shall read in their entirety as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks on Annex B attached hereto. (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached c) Schedule 1.1(a) to the Existing Credit Agreement reflected is hereby amended such that, after giving effect to all such amendments, it shall read in its entirety as set forth on Annex C attached hereto. (d) the Consolidated Form Annexesbody of the Amended and Restated US Subsidiary Guaranty Agreement, Schedules and Exhibits is and shall be effective dated as if individually specified in this Amendment (of the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to same date as the Existing Credit Agreement Agreement, executed by reference the Guarantors party thereto in favor of the Administrative Agent for the benefit of the Secured Parties, is hereby amended such that, after giving effect to the Consolidated Form Annexesall such amendments, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be it shall read in full context)its entirety as set forth on Annex D attached hereto. (e) the body of the Second Amended and Restated US Collateral Agreement, and that this Amendment is not a novation dated as of the same date as the Existing Credit Agreement or any other Loan Document or Agreement, executed by the Credit Parties party thereto in favor of any credit facility provided thereunder or the Administrative Agent for the benefit of the Secured Parties, is hereby amended such that, after giving effect to all such amendments, it shall read in respect thereof.its entirety as set forth on Annex E attached hereto. 4. Release of

Appears in 1 contract

Samples: Credit Agreement (Ubiquiti Inc.)

Amendments to Existing Credit Agreement. a. Subject to the terms and conditions set forth herein, effective upon the occurrence of the First Amendment Effective Date, the parties hereto agree as follows: (a) the Existing Credit Agreement is hereby amended so that, to delete the stricken text (indicated textually in the same manner as amended, it shall read the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth inin Annex A attached hereto, and shall have except that any Schedule or Exhibits to the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into not amended pursuant to the terms of this Amendment as if fully set forth herein. The Company, the Banks shall remain in effect without any amendment or other modification thereto; (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to b) the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective hereby amended by replacing Exhibit G thereto with Exhibit G attached hereto as if individually specified in this Amendment Annex B; and (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending c) the Existing Credit Agreement is hereby amended by reference to the Consolidated Form Credit Agreement provides a convenience to such replacing Exhibit B thereto with Exhibit B attached hereto as Annex C. The parties to permit the amended terms to be read in full context), hereto acknowledge and agree that this Amendment is not a novation of the Existing Credit Agreement or Agreement, any other Loan Credit Document or of any credit facility or guaranty provided thereunder or in respect thereof. For ease of reviewAs used in the Credit Agreement, the original signature pages have been removed terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, from and after the Consolidated Form First Amendment Effective Date, mean or refer to the Credit Agreement, as further amended, supplemented or modified from time to time in accordance with its terms. Notwithstanding that As used in any other LDRV – First Amendment and Incremental Agreement Credit Document, from and after the cover page of the Consolidated Form Credit Agreement is dated “as of November 2First Amendment Effective Date, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable all references to the initial Closing Date of November 2“Credit Agreement” in such Credit Documents shall, 2017unless the context otherwise requires, the changes mean or refer to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so thatAgreement, as further amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the supplemented or modified from time to time in accordance with its terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof.

Appears in 1 contract

Samples: Credit Agreement (Lazydays Holdings, Inc.)

Amendments to Existing Credit Agreement. a. Subject to the terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, the Existing Credit Agreement is hereby amended so that, as amended, it shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation provisions of the Existing Credit Agreement or any other that were amended by Amendment No. 2, applied mutatis mutandis with respect to the Q2 2021 Term Loans (as defined below) as needed to give effect to the following. This Amendment constitutes an Incremental Term Loan Document or Amendment. The Borrower has requested Incremental Term Loans in an aggregate principal amount of any credit facility provided thereunder or up to $400,000,000 (such Incremental Term Loans, the “Q2 2021 Term Loans”). Q2 2021 Term Loans will be extended during the period beginning on the date hereof and ending on June 1, 2021 (the “Q2 2021 Extension Period”). A Lender that agrees to extend a Q2 2021 Term Loan (each, a “Q2 2021 Lender”) will evidence its Commitment in respect thereof by executing its signature page hereto, which signature page will include the amount of such Commitment. A Q2 2021 Lender also may execute a supplement hereto in the form of Exhibit A to this Amendment (each a “Q2 2021 Term Loan Supplement”), which supplement will evidence such Q2 2021 Lender’s Commitment to extend a Q2 2021 Term Loan, the amount of such Commitment, and the date on which such Q2 2021 Term Loan will be extended. No Q2 2021 Term Loans shall be extended after the Q2 2021 Extension Period expires. Any Note evidencing a Q2 2021 Term Loan shall be in form and substance similar to Exhibit D-6 to the Credit Agreement. All Q2 2021 Term Loans will have a scheduled maturity date of March 31, 2022. All such Q2 2021 Term Loans shall be repaid in their entirety no later than such date. There shall be no scheduled principal payments in respect of Q2 2021 Term Loans prior to the scheduled maturity date therefor. Interest shall accrue and be paid in respect of Q2 2021 Term Loans as it accrues and is paid in respect of the Incremental 2021 Term Loans (including the Applicable Margin in respect thereof). For ease The Borrower may prepay the Q2 2021 Term Loans, in whole or in part, without penalty or premium prior to such date. Schedule 1 to the Credit Agreement (the Schedule of review, Commitments) is hereby modified to include the original signature pages have been removed from Commitments in respect of Q2 2021 Term Loans. No Increasing Lender Supplement shall be required to be delivered in connection with a Q2 2021 Term Loan. The Q2 2021 Term Loans shall not reduce the Consolidated Form $500,000,000 basket for Incremental Term Loans or increases in Five-Year Revolving Commitments set forth in Section 2.25 of the Credit Agreement. Notwithstanding that The Q2 2021 Term Loans, subject to the cover page of foregoing, shall be governed by and subject to the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date same extent other Term Loans are governed thereby and subject thereto. The CUSIP Number for the Q2 2021 Term Loans is 00000XXX0. Each Q2 2021 Lender shall receive an upfront fee (the “Upfront Fee”) equal to 0.10% multiplied by its Commitment in respect of November 2Q2 2021 Term Loans, 2017, with such Upfront Fee being paid on the changes day such Q2 2021 Term Loans are made by such Lender. Each Q2 2021 Term Loan Supplement to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated governed by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereofAgreement.

Appears in 1 contract

Samples: Credit Agreement (Andersons, Inc.)

Amendments to Existing Credit Agreement. a. Subject (a) The Existing Credit Agreement (excluding all Schedules and Exhibits (other than as set forth in clause (b) below) thereto, each of which shall continue to remain as in effect immediately prior to the terms and conditions set forth hereinAmendment No. 1 Effective Date) is, effective as of the Amendment No. 1 Effective Date, hereby amended (the Existing Credit Agreement is hereby amended so thatAgreement, as amendedso amended by this Amendment, it shall read the “Amended Credit Agreement”) to delete the struck text (indicated textually in the same manner as the following example: struck text), and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in, and shall have in the terms, covenants, conditions and other provisions of, pages of the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Amended Credit Agreement are hereby incorporated by reference into this Amendment attached as if fully set forth herein. The Company, the Banks Exhibit A hereto. (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment b) (i) Exhibit 1.1(d) to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be is, effective as if individually specified of the Amendment No. 1 Effective Date, hereby amended and restated in this Amendment its entirety, which amended and restated Exhibit 1.1(d) shall read as Annex A attached hereto and (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending ii) Exhibit 1.1(e) to the Existing Credit Agreement by reference is, effective as of the Amendment No. 1 Effective Date, hereby amended and restated in its entirety, which amended and restated Exhibit 1.1(e) shall read as Annex B attached hereto. (c) Notwithstanding anything herein or in the Amended Credit Agreement to the Consolidated Form contrary, (i) the Loans outstanding on the Amendment No. 1 Effective Date immediately prior to giving effect to this Amendment that are LIBOR Rate Loans (as defined under the Existing Credit Agreement, the “Existing LIBOR Rate Loans”) shall continue to bear interest at the Applicable Rate plus the LIBOR Rate (as defined under the Existing Credit Agreement) for the applicable Interest Period in effect immediately prior to giving effect to this Amendment on such Existing LIBOR Rate Loans (the applicable Interest Period for such Existing LIBOR Rate Loans, each an “Existing Interest Period”) until such time as the applicable Existing Interest Period has expired and immediately after the applicable Existing Interest Period has expired, the applicable Existing LIBOR Rate Loans will no longer accrue interest based on LIBOR Rate (as defined under the Existing Credit Agreement) and shall instead accrue interest based on Adjusted Term SOFR and/or the Alternate Base Rate, as applicable, in each case, in accordance with the terms and conditions of the Amended Credit Agreement provides a convenience (after giving effect to such parties to permit this Amendment) and (ii) the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or (for the avoidance of any credit facility provided thereunder or doubt, prior to giving effect to this Amendment) in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2calculation, 2017” payment and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation administration of the Existing Credit Agreement or any other Loan Document or LIBOR Rate Loans shall remain in effect from and after the Amendment No. 1 Effective Date until the termination of any credit facility provided thereunder or the applicable Existing Interest Period, in respect thereofeach case, solely for purposes of making, and the administration of, fee and interest payments on the Existing LIBOR Rate Loans.

Appears in 1 contract

Samples: Credit Agreement (Ani Pharmaceuticals Inc)

Amendments to Existing Credit Agreement. a. Subject (a) The Existing Credit Agreement is amended in its entirety to the terms and conditions read as set forth hereinin Annex A attached hereto to delete the stricken text (indicated textually in the same manner as the following example: stricken text or stricken text) and insert the added text (indicated textually in the same manner as the following example: added text or added text) as shown therein (the Existing Credit Agreement, as so amended, the “Amended Credit Agreement”). (b) Exhibit A-1 to the Existing Credit Agreement is hereby amended so that, as amended, it shall in its entirety to read in the form of Exhibit A-1 attached hereto. (c) Except as set forth inin Section 1(b) herein, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment no schedules or exhibits to the Existing Credit Agreement reflected are modified or otherwise affected hereby. (d) The parties hereto agree that, on and as of the Fourth Amendment Effective Date after giving effect to this Agreement, all Obligations outstanding on and as of the Fourth Amendment Effective Date shall in all respects be continuing and shall be deemed to be Obligations under the Consolidated Form Amended Credit Agreement. Neither this Agreement nor the Amended Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including a novation of the Existing Banks party hereto)Credit Agreement, or shall by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, any Lender, or any other holder of the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of Obligations under the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of reviewDocument, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “and except as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexesshall not alter, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so thatmodify, as amendedamend, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have or in any way affect any of the terms, covenantsconditions, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the termsobligations, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected or agreements contained in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document Document. (e) Notwithstanding anything in this Agreement or the Amended Credit Agreement to the contrary, in lieu of any credit facility provided thereunder Borrower delivering a notice or taking any other action prescribed thereby, to the extent any Loan bearing interest at the LIBOR Rate is outstanding immediately CHAR1\1981891v5 prior to the Fourth Amendment Effective Date, such Loan shall continue to bear interest at the LIBOR Rate, until the earlier of (x) the repayment of such Loan or (y) the end of the current Interest Period or payment period applicable to such Loan, in respect thereofaccordance with the terms of the Existing Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (EnerSys)

Amendments to Existing Credit Agreement. a. Subject to the terms and conditions set forth herein, the Existing Credit Agreement is hereby amended so that, as amended, it shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto)Banks, the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto)Banks, the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 2 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto)Banks, the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto)Banks, the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof.

Appears in 1 contract

Samples: Credit Agreement (Cme Group Inc.)

Amendments to Existing Credit Agreement. a. (a) Subject to the conditions and upon the terms and conditions set forth hereinin this Fourth Amendment and in reliance on the representations and warranties of the Station Parties set forth in this Fourth Amendment, the Borrower, the other Station Parties, each of the Incremental Revolving Facility Lenders, Incremental Term A-3 Facility Lenders, L/C Lenders, Revolving Lenders, Term A Facility Lenders and Term A-3 Facility Lenders party hereto and the Administrative Agent agree that on the Effective Date, simultaneously with the effectiveness of the provisions of Articles III and IV below, the Existing Credit Agreement is hereby shall be amended so that, as amended, it shall read as set forth in, in Exhibit A attached hereto (double underlining indicates new language and shall have strikethrough indicates language that has been deleted) (the terms, covenants, conditions and other provisions of, the Consolidated Form Existing Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated as so amended by reference into this Amendment as if fully set forth herein. The CompanyFourth Amendment, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form “Amended Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment”). b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached (b) The corresponding Annexes to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read restated as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment Amended Credit Agreement. (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits c) Pursuant to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation Section 13.04(b)(B) of the Existing Credit Agreement and without limiting the terms thereof, the Borrower may, in its discretion, (i) require any Revolving Lender, Term A Facility Lender, or any other Loan Document Term A-3 Facility Lender that does not consent to this Fourth Amendment to assign all of its rights and obligations under the Existing Credit Agreement with respect to all of such non-consenting Revolving Lender’s, Term A Facility Lender’s, or Term A-3 Facility Lender’s Revolving Loans and Revolving Commitments, Term A Facility Loans and Term A-3 Facility Loans, as applicable, to one or more assignees, (ii) terminate the Commitments or prepay the Loans, as applicable, of any credit facility provided thereunder Revolving Lender, Term A Facility Lender or Term A-3 Facility Lender, in respect thereofeach case that does not consent to this Fourth Amendment and replace such terminated Commitments or prepaid Loans, as applicable, or (iii) consummate any combination of clause (i) and clause (ii). (d) The Borrower hereby elects to apply $23,125,007.85 of the principal amount of the Incremental Term A-3 Facility Loans to repay and replace a like principal amount of the Term A-3 Facility Loans held immediately prior to the effectiveness of this Fourth Amendment by certain non-consenting Lenders and hereby directs the Administrative Agent to apply the proceeds of such Incremental Term A-3 Facility Loans to repay the Term A-3 Facility Loans of such non-consenting Lenders in accordance with the terms of the Credit Agreement.

Appears in 1 contract

Samples: Incremental Joinder Agreement and Fourth Amendment to Credit Agreement (Red Rock Resorts, Inc.)

Amendments to Existing Credit Agreement. a. Subject to SECTION 1.1 Effective as of the terms and conditions set forth hereinLIBOR Replacement Effective Date (as defined below), the Existing Credit Agreement is hereby amended so that, to delete the stricken text (indicated textually in the same manner as amended, it shall read the following example: stricken text or stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text or double-underlined text) as set forth in, and shall have in the terms, covenants, conditions and other provisions of, pages of the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement attached hereto as Exhibit A and that are hereby incorporated by reference into this Amendment solely reasonably necessary or desirable to effectuate the LIBOR Replacement Amendments; provided, that notwithstanding the foregoing, (a) (x) all outstanding Revolving Loans that are LIBOR Loans (as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to defined in the Existing Credit Agreement reflected in Agreement) immediately prior to the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment LIBOR Replacement Effective Date (the Company, the Banks (including the Existing Banks party heretoRevolving LIBOR Loans”), shall continue to bear interest based on the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending LIBO Rate (as defined in the Existing Credit Agreement by reference Agreement) until the last day of each Interest Period applicable to such Existing Revolving LIBOR Loans and thereafter, all Interest Periods for such Loans shall be selected in accordance with the Consolidated Form Credit Agreement provides a convenience to such parties to permit and (y) the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2calculation, 2017” payment, and Section 5.1 administration of the Consolidated Form Credit Agreement attached hereto contains those conditions which were Existing Revolving LIBOR Loans shall remain in effect from and after the effectiveness of this Amendment, in each case, solely for purposes of making, and the administration of, interest payments on the Existing Revolving LIBOR Loans until the last day of each Interest Period applicable to the initial Closing Date of November 2such Loans, 2017, the changes to and (b) (x) all outstanding Term A Facility Loans that are LIBOR Loans (as defined in the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver Agreement) immediately prior to the conditions LIBOR Replacement Effective Date (the “Existing Term A Facility Loans”), shall continue to effectiveness set forth bear interest based on the LIBO Rate (as defined in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so thatAgreement) until the last day of each Interest Period applicable to such Existing Revolving Term A Facility Loans and thereafter, as amended, all Interest Periods for such Annexes, Schedules and Exhibits Loans shall read as set forth in, and shall have be selected in accordance with the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in and (y) the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereofof the calculation, payment, and administration of the Existing Term A Facility Loans shall remain in effect from and after the effectiveness of this Amendment, in each case, solely for purposes of making, and the administration of, interest payments on the Existing Term A Facility Loans until the last day of each Interest Period applicable to such Loans.

Appears in 1 contract

Samples: Credit Agreement (Wynn Resorts LTD)

Amendments to Existing Credit Agreement. a. Subject to the terms and conditions set forth herein, the The Existing Credit Agreement is hereby amended so thatis, as amended, it shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver Effective Date and subject to the satisfaction of the applicable conditions to effectiveness precedent set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth hereinAgreement, the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks follows: (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation a) Schedule 1.01(a) of the Existing Credit Agreement or is amended by adding thereto the New Term Loan Commitments hereunder of the Incremental Term Lenders party hereto as set forth on Schedule 1.01(a) hereto. (b) Upon the funding of the New Term Loans on the Effective Date, the New Term Loans shall automatically and without further action by any Person constitute additional Initial Term Loans (and shall have the same terms as the Initial Term Loans) for all purposes of the Credit Agreement and the other Loan Document or Documents; provided that the Borrower shall use the proceeds of any credit facility provided thereunder or the New Term Loans to (i) repay $15,750,000 in Revolving Loans (“Revolving Loan Repayment”) and (ii) for working capital and general corporate purposes permitted under the Credit Agreement. (c) If the New Term Loans are initially funded as LIBO Rate Loans, on the Effective Date there shall commence an initial Interest Period with respect to the New Term Loans that shall end on the last day of the Interest Period applicable to the existing Initial Term Loans as in effect immediately prior to the Effective Date. (d) The scheduled amortization payments in respect thereofof Initial Term Loans under Section 2.10 of the Existing Credit Agreement shall be automatically ratably increased by the aggregate principal amount of the New Term Loans and (ii) the Administrative Agent shall take any and all action as may be reasonably necessary to ensure that the New Term Loans are included in each borrowing and repayment of Initial Term Loans on a pro rata basis. Any remaining outstanding amount of New Term Loans shall be repaid in full on the Initial Term Loan Maturity Date. (e) The New Term Loan Commitments provided for hereunder shall terminate on the Effective Date immediately upon the borrowing of New Term Loans pursuant to Section 2 below.

Appears in 1 contract

Samples: Credit Agreement (Wanda Sports Group Co LTD)

Amendments to Existing Credit Agreement. a. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties of the Borrower made herein, (a) The Existing Credit Agreement (other than the annexes, schedules and the exhibits attached thereto) is hereby amended so that, as amended, it shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Amended Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Amended Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent parties hereto acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Amended Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent parties further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Amended Credit Agreement provides a convenience to such the parties to permit the amended terms to be read in the context of the full contextAmended Credit Agreement), and that this Amendment is not a novation of the Existing Credit Agreement or Agreement, any other Loan Document or of any credit facility provided Indebtedness or other obligations thereunder or in respect thereof. For ease of reviewNotwithstanding the foregoing, the original signature pages have been removed from terms of the Consolidated Form Existing Credit Agreement applicable to existing loans at the LIBOR Rate Option (as defined in the Existing Credit Agreement. Notwithstanding ) (the “Existing LIBOR Rate Loans”) shall continue in full force and effect and shall continue to apply to each Existing LIBOR Rate Loan with an Interest Period (as defined in the Existing Credit Agreement) that commenced prior to the cover page Amendment Effective Date (as defined below) solely until the expiration of the Consolidated Form then current Interest Period for such Existing LIBOR Rate Loan; provided that from and after the Amendment Effective Date, (i) the Borrower shall not be permitted to request any Lender to fund, and no Lender shall fund, any loan at the LIBOR Rate Option and (ii) no loan may be continued as, or converted to, a loan at the LIBOR Rate Option. (b) Each of Exhibit E-1 (5-Year Revolving Credit Agreement is dated “as of November 2Loan Request), 2017” Exhibit E-2 (364-Day Revolving Credit Loan Request) and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes Exhibit F (Swing Loan Request) to the Existing Credit Agreement effected by this Amendment shall be effective is hereby amended and restated in its entirety, in each case, as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms respective Exhibit E-1, Exhibit E-2 and conditions set forth herein, the Annexes, Schedules and Exhibits Exhibit F attached to the Existing Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth hereinhereto. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof.161957986_3

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Utilities Corp)

Amendments to Existing Credit Agreement. a. Subject Effective as of the Second Amendment Effective Date (as defined in Section 4 below) and subject to the terms and conditions set forth herein and in reliance upon representations and warranties set forth herein, the Existing Credit Agreement is hereby amended so that, as amended, it shall read as follows: (a) The Existing Credit Agreement (other than the Annexes and Exhibits thereto) is hereby amended to reflect the changes set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks in Exhibit A. (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment b) Annex A to the Existing Credit Agreement reflected in is hereby amended by replacing such annex with the Consolidated Form Credit Agreement is and shall be effective revised Annex A attached as if individually specified in this Amendment Exhibit B hereto. (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes c) Annex C to the Existing Credit Agreement effected is hereby amended by this Amendment shall be effective replacing such annex with the revised Annex C attached as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this AmendmentExhibit C hereto. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached (d) Annex D to the Existing Credit Agreement are is hereby amended so thatby replacing such annex with the revised Annex D attached as Exhibit D hereto. (e) Each of Schedules 5.3, as amended5.8, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto5.11(d), 5.12(a), 5.12(b), 5.12(c), 5.20, 5.23 and 5.28 of the Disclosure Schedules is hereby amended by replacing such Schedule with the revised version of each such Schedule separately delivered to the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge Lenders on the Second Amendment Effective Date. (f) LegacyTexas Bank (“LegacyTexas”) shall resign in its capacity as LC Issuing Lender and agree shall, as provided in the amended Credit Agreement, cease to be an LC Issuing Lender; provided that each amendment it shall continue to be an LC Issuing Lender solely with respect to the Annexessingle Letter of Credit issued by it and outstanding as of the date hereof, Schedules for so long as such Letter of Credit remains outstanding (and Exhibits attached such Letter of Credit shall continue to constitute a Letter of Credit during such time). The parties hereto agree and understand that the amendments to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and provided by this Section 1 shall be deemed effective on the Second Amendment Effective Date, immediately after the effectiveness of the Incremental Term Loan provided in, and made effective by, Section 2 of this Agreement below (such that the consenting Lenders to the foregoing amendments shall include the Lenders, and their respective Loans and Commitments, as if individually specified in this Amendment (set forth on the Company, amended Annex A to the Banks (including the Existing Banks party Credit Agreement attached as Exhibit B hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof.

Appears in 1 contract

Samples: Credit Agreement (Nobilis Health Corp.)

Amendments to Existing Credit Agreement. a. Subject to Effective as of the terms Second Amendment Effective Date (as defined herein), in reliance upon the representations and conditions warranties of the Credit Parties set forth hereinin this Amendment, the Existing Credit Agreement is hereby amended so that, as amended, it shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Credit Agreement, the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks follows: (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation a) Section 1.3(a) of the Existing Credit Agreement shall be amended and restated in its entirety to read as follows: (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP, applied on a consistent basis, as in effect from time to time and in a manner consistent with that used in preparing the audited financial statements required by Section 8.1(a), except as otherwise specifically prescribed herein. Notwithstanding the foregoing, (x) for purposes of determining compliance with any other Loan Document or covenant (including the computation of any credit facility provided thereunder or in respect thereof. For ease of review, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page of the Consolidated Form Credit Agreement is dated “as of November 2, 2017” and Section 5.1 of the Consolidated Form Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of November 2, 2017, the changes to the Existing Credit Agreement effected by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth financial ratio) contained herein, the Annexes, Schedules effects of FASB ASC 825 and Exhibits attached FASB ASC 470-20 on financial liabilities shall be disregarded and any Indebtedness of Holdings and its Subsidiaries subject thereto shall be deemed to be carried at 100% of the outstanding principal amount thereof unless otherwise specified herein and (y) to the Existing Credit Agreement are hereby amended extent that any change in GAAP after the Closing Date results in leases which are, or would have been, classified as operating leases under GAAP as it exists on the Closing Date being classified as capital leases under GAAP as so that, as amendedrevised, such Annexes, Schedules and Exhibits change in classification of leases from operating leases to capital leases shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions be ignored for purposes of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks determining compliance with any covenant (including the Existing Banks party hereto)computation of any financial ratio) under this Agreement and any of the other Loan Documents (provided, the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment any financial statements required to the Annexes, Schedules and Exhibits attached to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and be delivered hereunder shall be effective required to be delivered in conformity with GAAP, applied on a consistent basis, as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent effect from time to time together with a detailed reconciliation between calculations before and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience after giving effect to such parties to permit the amended terms to be read change in full contextGAAP), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereof.

Appears in 1 contract

Samples: Credit Agreement (Boot Barn Holdings, Inc.)

Amendments to Existing Credit Agreement. a. Subject The Existing Credit Agreement is, as of the Effective Date and subject to the terms and satisfaction of the applicable conditions precedent set forth hereinin Section 7 of this Agreement, hereby amended as follows: (a) Schedule 2.01 of the Existing Credit Agreement is hereby amended so that, as amended, it shall read and supplemented by adding thereto the New Commitments hereunder of the Incremental Lenders party hereto as set forth inon Schedule 2.01(b) hereto. (b) Pursuant to Section 2.14 of the Existing Credit Agreement, upon the funding of the Term B-2 Loans on the Effective Date, such New Loans shall automatically and without further action by any Person constitute additional Term B Loans for all purposes of the Credit Agreement and the other Loan Documents, having the same terms as the Term B Loans made on the Initial Draw Date and under Incremental Facility Amendment No. 1 to Credit Agreement, except as otherwise provided in Section 4 below or as otherwise expressly set forth in the Credit Agreement. (c) The Term B-2 Loan Commitments provided for hereunder shall terminate on the Effective Date immediately upon the borrowing of the Term B-2 Loans pursuant to Section 6 below. (d) If the Term B-2 Loans are initially funded as Eurodollar Loans, on the Effective Date there shall commence an initial Interest Period with respect to the Term B-2 Loans that shall end on the last day of the Interest Period applicable to the existing Term B Loans that are in effect immediately prior to the Effective Date. (e) Pursuant to Section 2.14 of the Existing Credit Agreement, upon the effectiveness of the New Revolving Credit Commitments on the Effective Date, the New Revolving Credit Commitments shall automatically and without further action by any Person constitute additional Revolving Credit Commitments (and shall have all the same terms as the Revolving Credit Commitments) and any loans made with respect thereto shall automatically and without further action by any Person constitute additional Revolving Credit Loans (and shall have the terms, covenants, conditions and other provisions of, same terms as the Consolidated Form Revolving Credit Agreement, Loans) for all purposes of the terms, covenants, conditions and other provisions of which Consolidated Form Credit Agreement are hereby incorporated by reference into this Amendment as if fully set forth herein. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and agree that each amendment other Loan Documents. (f) Pursuant to the Existing Credit Agreement reflected in the Consolidated Form Credit Agreement is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Existing Credit Agreement by reference to the Consolidated Form Credit Agreement provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation Section 2.14 of the Existing Credit Agreement or any other Loan Document or Agreement, upon the effectiveness of any credit facility provided thereunder or the Incremental Revolving Increase, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Revolving Lender in respect thereof. For ease of reviewsuch increase, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations under the Credit Agreement in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the original signature pages have been removed from the Consolidated Form Credit Agreement. Notwithstanding that the cover page percentage of the Consolidated Form aggregate outstanding (A) participations under the Credit Agreement is dated “as in Letters of November 2, 2017” Credit and Section 5.1 (B) participations under the Credit Agreement in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Revolving Lender) will equal the percentage of the Consolidated Form aggregate Revolving Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date Commitments of November 2, 2017, the changes to the Existing all Revolving Credit Agreement effected Lenders represented by this Amendment shall be effective as of the satisfaction or waiver to the conditions to effectiveness set forth in Section 3 of this Amendment. b. Subject to the terms and conditions set forth herein, the Annexes, Schedules and Exhibits attached to the Existing such Revolving Credit Agreement are hereby amended so that, as amended, such Annexes, Schedules and Exhibits shall read as set forth in, and shall have the terms, covenants, conditions and other provisions of, the Consolidated Form Annexes, Schedules and Exhibits, the terms, covenants, conditions and other provisions of which Consolidated Form Annexes, Schedules and Exhibits are hereby incorporated by reference into this Amendment as if fully set forth hereinLender’s Commitment. The Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent acknowledge and Lenders hereby agree that each amendment the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in the Credit Agreement shall not apply to the Annexes, Schedules and Exhibits attached transactions effected pursuant to the Existing Credit Agreement reflected in the Consolidated Form Annexes, Schedules and Exhibits is and shall be effective as if individually specified in this Amendment (the Company, the Banks (including the Existing Banks party hereto), the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent further acknowledging that amending the Annexes, Schedules and Exhibits to the Existing Credit Agreement by reference to the Consolidated Form Annexes, Schedules and Exhibits provides a convenience to such parties to permit the amended terms to be read in full context), and that this Amendment is not a novation of the Existing Credit Agreement or any other Loan Document or of any credit facility provided thereunder or in respect thereofimmediately preceding sentence.

Appears in 1 contract

Samples: Incremental Facility Amendment (Media General Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!