Company Credit Agreement. (1) The Company shall co-operate with the Purchaser to obtain the written consent, waiver or other agreement of the lender under the Company Credit Agreement as is necessary to effect a waiver of the “change of control” event of default or similar restrictions under the Company Credit Agreement arising as a result of the completion of the Arrangement (including any repayment to holders of Convertible Debentures Subject to Repayment), on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration to, or incur any liability or obligation from, the lender under the Company Credit Agreement, without the prior written consent of the Purchaser. In the event that such consent, waiver or other agreement is not obtained by the Effective Date, the Purchaser agrees that it shall make arrangements to repay or refinance (subject to the conditions set out in clause (3) below) the indebtedness under the Company Credit Agreement effective as of the Effective Date in accordance with the terms of a payoff and discharge letter to be issued by the lender under the Company Credit Agreement.
(2) The Company shall also provide, and shall use its commercially reasonable efforts to cause its Representatives to provide, to the Purchaser cooperation reasonably requested by the Purchaser in connection with any refinancing, replacement, retirement, satisfaction or discharge of any indebtedness of the Company or its Subsidiaries under the Company Credit Agreement (collectively, the “Refinancing”), including:
(a) furnishing the Purchaser and the proposed lenders, as promptly as reasonably practicable, with such financial and other reasonably required information regarding the Company and its Subsidiaries (information required to be delivered under this clause (a) being referred to as the “Required Information”), provided that competitively sensitive information may be provided only to external counsel of the Purchaser or the proposed lender;
(b) using its commercially reasonable efforts to facilitate the pledging of collateral in connection with the Refinancing (subject to the occurrence of the Effective Time) including facilitating the execution and delivery of any customary collateral documents and other customary certificates and documents as may reasonably be requested by the Purchaser;
(c) assisting the Purchaser and the proposed lenders in the preparation of bank information memoranda and oth...
Company Credit Agreement. At or prior to the Closing, Parent shall refinance (or arrange for the continuation of) or repay all the Company's debt under its $200 million bank credit facility with SunTrust Bank, Nashville, N.A., NationsBank, N.A., and The First National Bank of Chicago and the other lenders thereunder (the "Bank Credit Facility"). Parent acknowledges that the Merger may constitute an "Event of Default" under the Bank Credit Facility. Notwithstanding the foregoing, Parent acknowledges that the receipt of the consent or waiver of the lenders under the Bank Credit Facility shall not be a condition to Parent's obligation to effect the Merger.
Company Credit Agreement. Acquiror shall enable and cause the Company, concurrently with the Closing, to pay in full all amounts owed by NGAS Production Co. under the Company Credit Agreement or have made other arrangements that are satisfactory to the lenders under the Company Credit Agreement.
Company Credit Agreement. The Company shall promptly after the date hereof use its commercially reasonable efforts to obtain consent under the Company Credit Agreement to make the covenants set forth in Section 5.1(b)(xx); provided that in no event shall the Company be required to pay any fee to the lenders under the Company Credit Agreement in connection with obtaining such consent. The Company shall during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement, the Effective Time or receipt of the consent described in the foregoing sentence comply with the provisions of Section 6.02 of the Company Credit Agreement.
Company Credit Agreement. The Company shall use commercially reasonable efforts to (a) to deliver a draft of the Payoff Letter prior to the Closing Date, (b) to deliver or facilitate the delivery of the executed Payoff Letter at least two (2) Business Day prior to Closing Date and (c) cooperate with any back-stop, “roll-over” or termination of any existing letters of credit under the Company Credit Agreement.
Company Credit Agreement. The Company shall deliver to Parent at least two (2) Business Days prior to the Closing Date (with drafts, including final payoff numbers, to be provided at least three (3) Business Days prior to the Closing Date), (A) an appropriate and customary payoff letter with respect to the Company Credit Agreement (the “Payoff Letter”), specifying the aggregate payoff amount of the Company’s obligations (including principal, interest, fees, expenses, premium (if any) and other amounts payable in respect of such indebtedness) that will be outstanding under such indebtedness as of the Closing and providing for a release of all Liens and guarantees thereunder upon the receipt of the respective payoff amounts specified in the Payoff Letter, including, in the case of any letters of credit or similar obligations, cash collateralization, backstop or repayment of such obligations (it being understood and agreed that Parent shall be responsible for paying all amounts under the Payoff Letter (including cash collateralizing, backstopping or repaying any letters of credit or similar obligations)) and (B) customary documentation evidencing the release of all Liens with respect to the Company Credit Agreement (including any customary termination statements on Form UCC-3 or other customary lien releases); provided that such releases shall not be filed and effective until after the Closing upon receipt by the outgoing lenders of the outstanding amounts required by the Payoff Letter.
Company Credit Agreement. (a) Parent and Company have agreed to the following with respect to the Company’s Credit Agreements with Wachovia Bank, NA (“Bank”). Prior to Closing, Company shall use its best commercially reasonable efforts to negotiate with Bank to either (i) renew the current Credit Agreements for an additional term on substantially similar terms as currently in place when such terms are considered as a whole, or (ii) agree with Bank (or a reasonable replacement lender) to enter a new credit agreement on terms that are substantially similar to the terms contained in the current Credit Agreements when such terms are considered as a whole, including, if necessary, the granting of a guarantee by a shareholder of the Company or an affiliate of such shareholder (“Guarantee”) (in the case of (a)(i) and (ii) (a “New Credit Agreement”)) or (iii) have Bank consent to the Merger and agree that the Credit Agreements shall remain outstanding. If Company is successful in concluding any of the three alternatives above then the condition set forth in Section 7.02(f) shall be deemed satisfied.
(b) If the Company is not successful in concluding any alternative outlined in Section 6.15(a) above, then the condition set forth in Section 7.02 (f) shall not be deemed satisfied and Parent will have all of its remedies contained in this Agreement including its remedies contained in Article IX.
Company Credit Agreement. At or prior to the Closing, and subject to the other terms and conditions set forth in this Agreement, the Company shall (a) apply a portion of the proceeds received by the Company and its Subsidiaries from the CF Sale to pay all Indebtedness and other outstanding Liabilities payable by the Company and its Subsidiaries under the Company Credit Agreement (the “Payoff Amount”), and (b) cause the lender under the Company Credit Agreement to deliver to the Company a pay-off letter, in form and substance reasonably satisfactory to Parent (the “Payoff Letter”), with respect to the repayment of the Payoff Amount and the release of all Liens with respect to the property and assets of the Company and its Subsidiaries securing the obligations under the Company Credit Agreement upon the lender’s receipt of the Payoff Amount.
Company Credit Agreement. Company shall, except to the extent JPMorgan Chase Bank, N.A. provides its consent three weeks prior to the Closing to the continuation of the Company Credit Agreement after the Closing, such consent to be provided no later, deliver, or cause to be delivered, an executed copy of a release and payoff letter from JPMorgan Chase Bank, N.A. as of the Closing Date and any necessary UCC authorizations or releases as may be reasonably required to evidence the satisfaction and payment of all Indebtedness of Company and its Subsidiaries pursuant to the Company Credit Agreement and the release of all Liens related to such Company Credit Agreement.
Company Credit Agreement. On or prior to the Closing Date, the Company shall have caused (i) the Senior Bank Debt to be repaid to the lenders under the Company Credit Agreement in full satisfaction and discharge of any and all amounts owed thereunder, (ii) the release and discharge of the Company from any further liability or obligation in respect of the Company Credit Agreement and (iii) termination of the Company Credit Agreement (and the release of any security interest in the Collateral (as such term is defined in the Company Credit Agreement).
