Documentation Principles. To be drafted by Xxxxxxxx & Xxxxx LLP, counsel to the Participating Holders, provided that the Senior Lien ICA shall be drafted by counsel to the First Lien Agent. The definitive documentation for the Second Lien Notes shall be based upon the documentation for the Credit Facility as in effect on the date hereof (including, without limitation, affirmative covenants and negative covenants (other than financial maintenance covenants and PDP coverage ratio maintenance covenants), events of default and definitions related to any of the foregoing) (it being agreed and understood that any PDP coverage ratio incurrence tests shall be based upon the documentation for the Credit Facility as in effect on the date hereof, but will be measured off of both first lien and second lien debt and shall be reduced proportionally to account for being measured off of such first lien and second lien debt) with such changes as the Participating Holders shall reasonably agree and will take into account this Term Sheet, differences to reflect the changed capital structure of the Issuer and its subsidiaries, the second lien nature of the Second Lien Notes and the capital markets nature of the financing giving due regard to the Indentures (it being agreed and understood that to the extent the Credit Facility requires any provisions to be acceptable or approved by the First Lien Agent, the corresponding provisions in the definitive documentation for the Second Lien Notes shall require the acceptance or approval of the Holders holding a majority in principal amount of the Second Lien Notes). In addition, no covenants shall be more restrictive or onerous with respect to the Issuer and its subsidiaries than the covenants in the Credit Facility, other than to the extent to reflect the second lien nature of the Second Lien Notes (e.g., restrictions on junior debt shall refer to debt junior to the Second Lien Notes, rather than the Credit Facility) (it being agreed and understood that the Credit Facility will be amended to incorporate higher collateral thresholds and any other covenant in the Second Lien Notes that are more onerous or restrictive than the Credit Facility to the extent requested by the First Lien Agent and, in the event the First Lien Agent does not elect to incorporate such thresholds or covenants, such higher collateral thresholds and more onerous or restrictive covenants shall be permitted in the Second Lien Notes). This paragraph shall be referred to as the “Documentatio...
Documentation Principles. The definitive documentation for the First Lien Facilities (the “First Lien Facilities Documentation” and, together with the Bridge Facility Documentation, the “Facilities Documentation”) will contain only (a) solely to the extent the Facilities Documentation is executed prior to the Closing Date, those representations, warranties and covenants relating to the conduct of the Offer or Scheme expressly set forth in the Interim Facilities Agreement which shall be applicable only to the parties set forth in the Interim Facilities Agreement and apply solely prior to the Closing Date (other than paragraphs 8(i) and (j) (Acquisition Undertakings) of Part II of Schedule 5 (Major Representations, Undertakings and Events of Default) of the Interim Facilities Agreement, which shall be included in the Facilities Documentation and apply from the Closing Date, whether or not the Facilities Documentation is executed prior to the Closing Date) and (b) those representations, warranties, covenants and events of default expressly set forth in this First Lien Term Sheet (including by reference to the Precedent Credit Agreement), which will be the same as and no less favorable to the Borrower than the documentation entered into in connection with that certain First Lien Credit Agreement, dated as of April 30, 2018, as may be further amended, restated, supplemented or otherwise modified as of the Original Signing Date, among, inter alios, WP CPP Holdings, Inc., as borrower, and Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent (the “Precedent Credit Agreement”) (and related security, collateral and guarantee agreements executed and/or delivered in connection therewith, in each case, as in effect on the Original Signing Date) with changes and modifications that (i) incorporate high yield incurrence- based negative covenants, where applicable, the same as and no less favorable to the Borrower than that certain indenture dated May 15, 2015, with Sterigenics- Nordion Holdings, LLC as issuer and Wilmington Trust, National Association as trustee (the “Precedent Indenture”); provided that the First Lien Facilities Documentation will (A) contain a passive holdings covenant and a fundamental changes covenant, in each case, as set forth in Section 6.03 of the Precedent Credit Agreement and (B) incorporate appropriate modifications to replace the “credit facilities” debt and liens baskets in the Precedent Indenture with dedicated baskets of the type set forth in the Precedent C...
Documentation Principles. The Credit Agreement and the other Loan Documents shall be customary for transactions of this type and substantially consistent with the Prepetition Credit Agreement and the other loan documents executed in connection therewith as modified (a) to reflect the consummation of the transactions to occur on or prior to the Closing Date, including the Loan Parties’ emergence from chapter 11 in accordance with the Plan of Reorganization and (b) to reflect this Term Sheet, and subject to the terms hereof and other adjustments as agreed to by the Administrative Agent and the Borrower. The Credit Agreement shall include appropriate market updates for syndicated credit facilities, including with respect to successor LIBOR provisions, FinCEN Beneficial Ownership provisions and QFC provisions. The foregoing provisions shall be referred to herein, collectively, as the “Documentation Principles”.
Documentation Principles. Consistent with that certain Term Loan Credit Agreement dated as of June 1, 2012 by and among the Parent, as the borrower, Bank of America (defined below), as the administrative agent, and the lenders and other parties from time to time party thereto (as amended through the date of the Commitment Letter to which this Exhibit A is attached, the “Existing Credit Agreement”), subject to adjustments to be mutually agreed to the extent reasonably necessary (a) to reflect the Administrative Agent’s current policies and procedures, including policies concerning market standards, and (b) as applicable, to give effect to the Merger and the capital structure and operations of the Borrower and its subsidiaries after giving effect to the Merger and the related transactions and financings anticipated to occur in connection therewith (collectively, the “Documentation Principles”).
Documentation Principles. The Exit Facility is to be documented by a new first lien senior secured delayed draw term loan credit agreement and other guarantee, security and other relevant documentation reflecting the terms and provisions set forth in this Term Sheet, subject to changes to be mutually agreed upon between the Borrower and the Required Backstop Parties that give due regard to the operational and strategic requirements of the Borrower in light of its size, capital structure, industry, business, business practices and locations; provided, that (a) the Exit Facility shall contain terms and provisions that are consistent with other senior secured, first-out credit facilities with no other priming or “inside maturity” debt in the capital structure, and (b) “Material Adverse Effect” (or any similar term) shall include a COVID-19 carve out solely for purposes of a “Material Adverse Effect” condition precedent to closing the Exit Facility and a “Material Adverse Effect” condition precedent to funding any Term Loans (collectively, the “Documentation Principles”).
Documentation Principles. The Term Loan Documents shall, subject to the Agreed Security Principles, (a) contain those terms and conditions set forth in this Term Sheet and the Fee Letter and (b) otherwise contain terms and conditions that are usual and customary for similar first lien last out secured exit term loan facilities for offshore drilling companies or other global oilfield services company as of the Closing Date, subject to modifications, to be mutually agreed, to reflect (i) the terms and conditions set forth in the Plan Support Agreement and this Term Sheet, (ii) the internal policies of the Administrative Agent, and (iii) changes in regulatory considerations, market practice, law, and accounting standards (the foregoing, collectively, the “Documentation Principles”).
Documentation Principles. The indenture governing the New Notes (the “New Indenture”) will be based on the Existing Indenture, modified to reflect the terms set forth in this Term Sheet and with further revisions to expressly permit the Separation Transaction. The New Indenture shall additionally provide that, following the Separation Closing Date, all references to “LGEC” shall be replaced to refer to PubCo for purposes of covenants, events of default, financial calculations, and any similar matters. The principles set forth in this section titled “Documentation Principles” are referred to as the “Documentation Principles”.
Documentation Principles. The Exit Facility is to be documented by a new first lien senior secured delayed draw term loan credit agreement and other guarantee, security and other relevant documentation reflecting the terms and provisions set forth in this Term Sheet, subject to changes to be mutually agreed upon between the Borrower and the Required Backstop Parties that give due regard to the operational and strategic requirements of the Borrower in light of its size, capital structure, industry, business, business practices and locations; provided, that
Documentation Principles. The definitive documentation with respect to the New Credit Facilities, including the new Credit and Guaranty Agreement (the “New Credit Agreement”), will, except as explicitly provided herein, contain only those mandatory prepayments, representations, warranties, affirmative and negative covenants and events of default, in each case, as contained in the Existing Credit Agreement, with changes and modifications (x) that reflect the terms of this term sheet or (y) to be negotiated in good faith in connection with and in light of the Restructuring and the passage of time and development of the business of Borrower and its Subsidiaries since the date of the Existing Credit Agreement.
Documentation Principles. The (i) Credit Documentation shall be consistent with this Term Sheet and, to the extent not specified in this Term Sheet, with the Existing Credit Agreement with such modifications as are necessary to reflect the financing structure set forth herein, (ii) provisions of the Existing Credit Agreement set forth in the terms grid attached hereto as Schedule II shall be amended as set forth in such terms grid and below under the heading “Financial Performance Covenant and Financial Definitions”, (iii) provisions of the Existing Credit Agreement shall be amended to apply the SOFR provisions and Applicable Margin set forth above under the heading “Interest” to all facilities under the Existing Credit Agreement (iv) the Equity Contribution shall not constitute or be available for a Specified Equity Contribution or increase availability under any basket or provision in the Existing Credit Agreement or the other Loan Documents (including, without limitation, the Available Amount, the Available Equity Amount and Section 6.4(k) of the Existing Credit Agreement) and (v) provisions of the Existing Credit Agreement shall be amended to extend the DDTL Commitment Termination Date to the date which is thirty (30) months after October 1, 2021 (subject to required lender approval and payment of a mutually agreed extension fee) (collectively, the “Documentation Principles”).
