Complete Agreement; Amendment and Restatement Sample Clauses

Complete Agreement; Amendment and Restatement. This Agreement, the Notes, any Requests for Advance or Letters of Credit hereunder, the other Loan Documents and any agreements, certificates, or other documents given to secure the Indebtedness, contain the entire agreement of the parties hereto, and none of the parties hereto shall be bound by anything not expressed in writing. This Agreement constitutes an amendment and restatement of the Prior Credit Agreement, which Prior Credit Agreement is fully superseded and amended and restated in its entirety hereby; provided, however, that the Indebtedness governed by the Prior Credit Agreement shall remain outstanding and in full force and effect and provided further that this Agreement does not constitute a novation of such Indebtedness.
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Complete Agreement; Amendment and Restatement. This Agreement, the Notes, any Requests for Advance or Letters of Credit hereunder, the other Loan Documents and any agreements, certificates, or other documents given to secure the Indebtedness, contain the entire agreement of the parties hereto, and none of the parties hereto shall be bound by anything not expressed in writing. This Agreement constitutes an amendment and restatement of the Prior Credit Agreement, which Prior Credit Agreement is fully superseded and amended and restated in its entirety hereby; provided, however, that the Indebtedness governed by the Prior Credit Agreement shall remain outstanding and in full force and effect and provided further that this Agreement does not constitute a novation of such Indebtedness. * * * [Signatures follow on succeeding pages] WITNESS the due execution hereof as of the day and year first above written. COMERICA BANK, AQUA-CHEM, INC. as Agent By: /s/ Jamex X. Xxxxxxxx By: /s/ J. Scotx Xxxxxx ----------------------- ------------------------ Its: First Vice President Its: VP & CFO ----------------------- ------------------------ SWING LINE BANK: COMERICA BANK By: /s/ Jamex X. Xxxxxxxx ------------------------- Its: First Vice President ------------------------- BANKS: COMERICA BANK By: /s/ Jamex X. Xxxxxxxx ------------------------- Its: First Vice President ------------------------- [FIRST SIGNATURE PAGE TO CREDIT AGREEMENT] SCHEDULE 1.1 PRICING MATRIX APPLICABLE FEE PERCENTAGE AND REVOLVING CREDIT MARGINS BASIS FOR PRICING LEVEX X XXXXX XX XXXXX XXX XXXXX XX LEVEL V** ========================= ================ ================ ================ ================ ================ Consolidated Funded > 3.0 to 1 > 3.5 to 1 > 4.0 to 1 > 4.50 to 1 - - - - Debt to Consolidated < 3.0 to 1 but but but EBITDA Ratio < 3.5 to 1 < 4.0 to 1 < 4.50 to 1 Revolving Credit 0.25% 0.30% 0.35% 0.425% 0.50% Facility Fee Eurocurrency Margin -- 1.00% 1.20% 1.40% 1.575% 1.75% Revolving Credit Prime-based Margin -- 0% 0% 0% 0% .0% Revolving Credit Letter of Credit Fee (exclusive of Facing Fee) 1.00% 1.20% 1.40% 1.575% 1.75% ------------------------- ---------------- ---------------- ---------------- ---------------- ---------------- ** Anticipated Initial Levex 000 XXXXXXX 00.1 EXHIBIT A REQUEST FOR REVOLVING CREDIT ADVANCE No. Dated: ------------- ------------ To: Comerica Bank - Agent Re: Aqua-Chem Revolving Credit and Term Loan Agreement dated as of July 31, 1997 (as amended or otherwise modified from time to time, the "Agreeme...
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Complete Agreement; Amendment and Restatement. This Agreement, the Notes (if issued), any Requests for Advance or Letters of Credit hereunder, the other Loan Documents and any agreements, certificates, or other documents given to secure the Indebtedness, contain the entire agreement of the parties hereto, and none of the parties hereto shall be bound by anything not expressed in writing. This Agreement constitutes an amendment and restatement of the Prior Credit Agreement, which Prior Credit Agreement is fully superseded and amended and restated in its entirety hereby; provided, however, that the Indebtedness governed by the Prior Credit Agreement shall remain outstanding and in full force and effect and provided further that this Agreement does not constitute a novation of such Indebtedness. E-105 106 WITNESS the due execution hereof as of the day and year first above written. COMERICA BANK, AUTOCAM CORPORATION as Agent By: ________________________ By: ___________________________ Its: ________________________ Its: ___________________________ AUTOCAM FRANCE By: ___________________________ Its: ___________________________ FRANX & XIGNXXX XX By: ___________________________ Its: ___________________________ SWING LINE BANK: COMERICA BANK By: ___________________________ Its: ___________________________ BANKS: COMERICA BANK By: ___________________________ Its: ___________________________ E-106 107 SCHEDULE 1.1 Applicable Margin Grid ------------------------------------------ ------------ -------------- --------------- -------------- ------------- BASIS FOR PRICING LEVEX X XXXXX XX XXXXX XXX*/ XXXXX XX LEVEL V ========================================== ============ ============== =============== ============== ============= 3.0:1 but <3.5:1 but <4.0:1 ========================================== ============ ============== =============== ============== ============= Revolving Credit Eurocurrency Margin 1.50% 1.75% 2.0% 2.50% 3.0% ========================================== ============ ============== =============== ============== ============= Revolving Credit Prime-Rate Margin 0% 0% 0% .25% .75% ========================================== ============ ============== =============== ============== ============= Term Loan - A Eurocurrency Margin 2.95% 3.35% 3.75% 4.55% 5.40% ========================================== ============ ============== =============== ============== ============= Term Loan - A Prime-Rate Margin .70% 1.10% 1.50% 2.30% 3.15% ========================================== ============ ========...
Sample 1
Complete Agreement; Amendment and Restatement. This Agreement, the Notes, any Requests for Revolving Credit Advance or Letters of Credit hereunder and Requests for Swing Line Advances hereunder, and the other Loan Documents, contain the entire agreement of the parties hereto, and none of the parties hereto shall be bound by anything not expressed in writing. This Agreement constitutes an amendment to and restatement in its entirety of the Existing Credit Agreement, which Existing Credit Agreement is fully superseded and amended and restated in its entirety hereby; provided, however, that the Indebtedness governed by the Existing Credit Agreement shall remain outstanding and in full force and effect (subject to the terms hereof). WITNESS the due execution hereof as of the day and year first above written. COMERICA BANK, as Agent STARCRAFT CORPORATION By: /s/ Xxxx Xx Xxxx By: /s/ Xxxxxx X. Xxxxxx Its: Vice President Its: CFO SWING LINE BANK: COMERICA BANK By: /s/ Xxxx Xx Xxxx Its: Vice President ISSUING BANK: COMERICA BANK By: /s/ Xxxx Xx Xxxx Its: Vice President BANKS: COMERICA BANK By: /s/ Xxxx Xx Xxxx Its: Vice President Comerica Bank 100 % $ 20,000,000 Company: 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxx Fax No.: (000) 000-0000 Agent and Comerica Bank: 000 Xxxxxxxx Xxxxxx Detroit, Michigan 48226 Attention: Metropolitan Banking Division D – Fax No.: (000) 000-0000
Sample 1
Complete Agreement; Amendment and Restatement. This Agreement, the Purchase Money Notes, any requests for Advances hereunder, the other Purchase Money Loan Documents and any agreements, certificates, or other documents given to secure the Purchase Money Indebtedness, and the Revolving Credit Agreement and the other Loan Documents (as defined therein), to the extent referenced herein or applicable hereunder, contain the entire agreement of the parties hereto with respect to the transactions contemplated hereby, and none of the parties hereto shall be bound by anything not expressed in writing. * * * [Signatures follow on succeeding pages]
Sample 1
Complete Agreement; Amendment and Restatement. This Agreement, the Notes (if issued), any Requests for Advance or Letters of Credit hereunder, the other Loan Documents and any agreements, certificates, or other documents given to secure the Indebtedness, contain the entire agreement of the parties hereto, and none of the parties hereto shall be bound by anything not expressed in writing. This Agreement constitutes an amendment and restatement of the Prior Credit Agreement, which Prior Credit Agreement is fully superseded and amended and restated in its entirety hereby; provided, however, that the Indebtedness governed by the Prior Credit Agreement shall remain outstanding and in full force and effect and provided further that this Agreement does not constitute a novation of such Indebtedness. The Liens created pursuant to the Collateral Documents shall secure the Indebtedness without interruption and with all priorities intact. WITNESS the due execution hereof as of the day and year first above written. as Agent By: /s/ Xxxxxx X. Xxxx Its: Vice President By: /s/ Xxxxx X. Xxxxxx Its: Chief Financial Officer COMERICA BANK, as Swing Line Lender, Issuing Lender and a Lender By: /s/ Xxxxxx X. Xxxx Its: Vice President Total Debt to EBITDA Ratio* <2.00 to 1.00 > 2.00 to 1.00 but < 2.50 to 1.00 > 2.50 to 1.00 but < 3.00 to 1.00 > 3.00 to 1.00 Revolving Credit Eurocurrency-Based Rate Margin 150.00 175.00 195.00 215.00 Revolving Credit Prime-Based Rate Margin 0 0 20.00 40.00 Revolving Credit Facility Fee 25.00 25.00 30.00 35.00 Letter of Credit Fees (exclusive of facing fees) 150.00 175.00 195.00 215.00 Term Loan Eurocurrency-Based Rate Margin 225.00 250.00 275.00 300.00 Term Loan Prime-Based Rate Margin 50.00 75.00 100.00 125.00 * Definitions as set forth in the Credit Agreement. ** The Applicable Margins and Applicable Fee Percentages will be set at Level III, until the delivery of the financial statements for the quarter ending December 31, 2006, at which time the pricing level shall be determined on a quarterly basis based on the above pricing grid. Comerica Bank 100 % $ 40,000,000 100 % $ 70,000,000 100 % No. Dated: , 200 TO: Comerica Bank (“Agent”) RE: Noble International, Ltd. Fifth Amended and Restated Credit Agreement dated as of October 12, 2006, by and among Noble International, Ltd. (“Noble” or “Borrower”), the Lenders signatories thereto and Comerica Bank, as Agent (as amended or otherwise modified from time to time, the “Credit Agreement”) Noble pursuant to the Credit Agreement requests an Advance ...
Sample 1

Related to Complete Agreement; Amendment and Restatement

  • Complete Agreement; Amendment This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements in regard thereto. This Agreement cannot be modified except by an agreement in writing signed by both parties and specifically referring to this Agreement.

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • Amendment and Restatement On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.

  • Amendment and Restatement of Existing Credit Agreement Upon the execution and delivery of this Agreement, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B.

  • Amendment and Restatement; No Novation (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

  • Amendment and Restatement of the Existing Credit Agreement The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

  • Agreement Amendment If either party hereto requests to amend this agreement, it shall notify the other party in writing, and the other party shall respond within one week. All amendments of this agreement must be made in writing by both parties, and such amendments shall be deemed as inseverable parts of this agreement.

  • Amendment and Restatement of Prior Agreement The Prior Agreement is hereby amended and restated in its entirety as set forth herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain of the Prior Investors who are party hereto, pursuant to Section 5.5 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 21, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Complete Agreement This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

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