Effect of Amendment and Restatement. The parties hereto agree that, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.
Appears in 4 contracts
Samples: Credit Agreement (Apollo Medical Holdings, Inc.), Credit Agreement (Apollo Medical Holdings, Inc.), Credit Agreement (Apollo Medical Holdings, Inc.)
Effect of Amendment and Restatement. The parties hereto agree that, upon (a) Upon this Agreement becoming effective pursuant to Section 3.1Sections 3.1 and 3.2, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (Ai)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and Revolving Loans outstanding hereunder and (CB) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) there shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Dateno Swingline Loans outstanding hereunder; (iiiii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and (iv) all indemnification obligations conditions of the Loan Parties under the Existing Credit Agreement shall be amended as set forth herein and, as so amended and any other “Loan Document” as defined therein restated, shall survive be restated in their entirety, but shall be amended only with respect to the execution rights, duties and delivery of this Agreement and shall continue in full force and effect for obligations among the benefit of the LendersBorrower, the Lenders and the Administrative Agent, Agent accruing from and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to after the Closing Date. This ; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The ; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be 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 substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Former Agent under the Existing Credit AgreementAgreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.
(b) The Administrative Agent, the Lenders and the Borrower agree that the Aggregate Revolving Commitment (as defined in the Existing Credit Agreement) of each of the Revolving Credit Lenders immediately prior to the effectiveness of this Agreement shall be reallocated among the Revolving Credit Lenders such that, immediately after the effectiveness of this Agreement in accordance with its terms, the Revolving Commitment of each Revolving Credit Lender (including the Added Lender) shall be as set forth on Schedule II. In order to effect such reallocations, assignments shall be deemed to be made among the Revolving Credit Lenders (including the Added Lender) in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by the applicable Assignment and Acceptance (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Revolving Credit Lender (including the Added Lender) agrees to make cash settlements in respect of any outstanding Revolving Loans, if any (including cash settlements to those lenders party to the Existing Credit Agreement who have elected not to be a Revolving Credit Lender under this Agreement on the Closing Date), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, such that after giving effect to this Agreement, each Revolving Credit Lender holds Revolving Loans equal to its Pro Rata Share (based on the Revolving Commitment of each Revolving Credit Lender as set forth on Schedule II).
Appears in 4 contracts
Samples: Credit Agreement (E.W. SCRIPPS Co), Credit Agreement (E.W. SCRIPPS Co), Credit Agreement (E.W. SCRIPPS Co)
Effect of Amendment and Restatement. The parties hereto agree that, upon (a) Upon this Agreement becoming effective pursuant to Section 3.1, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (Aa)(i) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in fulldeemed to be Revolving Loans outstanding hereunder, (Bii) all outstanding “Swing Line Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Swingline Loans outstanding hereunder and (iii) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Datehereunder; (iiib) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative AgentAgents; (c) the terms and (iv) all indemnification obligations conditions of the Loan Parties under the Existing Credit Agreement shall be amended as set forth herein and, as so amended and any other “Loan Document” as defined therein restated, shall survive be restated in their entirety, but shall be amended only with respect to the execution rights, duties and delivery of this Agreement and shall continue in full force and effect for obligations among the benefit of the LendersBorrower, the Administrative Agent, Lenders and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to Agents accruing from and after the Closing Date. This ; (d) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The ; (e) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Agents, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (f) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder (it being understood and agreed by the parties hereto that the Term Loans will be used to replace and refinance (but not repay or otherwise satisfy) a portion of the outstanding principal amount of the “Revolving Loans” (under and as defined in the Existing Credit Agreement) in an aggregate amount of $150,000,00); (g) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent Agents under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (h) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter.
(b) The Administrative Agent, the Lenders and the Borrower agree that the Revolving Loan Commitment (as defined in the Existing Credit Agreement) of each of the Lenders immediately prior to the effectiveness of this Amendment shall be reallocated among the Lenders such that, immediately after the effectiveness of this Agreement in accordance with its terms, the Revolving Commitment and the Term Loan Commitment of each Lender shall be as set forth on Schedule II-A and Schedule II-B, respectively. In order to effect such reallocations, assignments shall be deemed to be made among the Lenders in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by the applicable Assignment and Acceptance (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any outstanding Revolving Loans (including cash settlements to those lenders party to the Existing Credit Agreement who have elected not to be a Lender under this Agreement on the Closing Date), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, such that after giving effect to this Agreement, each Lender holds Revolving Loans equal to its Applicable Revolver Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule II-A) and each Lender holds Term Loans equal to the amount set forth on Schedule II-A and Schedule II-B, respectively, in an amount equal to the Term Loan Commitment of such Lender, if any.
Appears in 3 contracts
Samples: Credit Agreement (Encore Capital Group Inc), Amended and Restated Credit Agreement (Encore Capital Group Inc), Credit Agreement (Encore Capital Group Inc)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.1, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” Term Loans (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan deemed to be made on continued as the Closing DateTerm Loans outstanding hereunder (as the same have been reallocated after giving effect to the SVB Assignment); (iiiii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended and restated as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among Holdings, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair ; (vi) the rights, duties, Obligations or Liens created pursuant to incurred under the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liensshall, in each case to the extent in force and effect thereunder as of outstanding on the Closing Date, except as modified hereby continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by documents, instruments and agreements executed and delivered in connection herewiththe execution of this Agreement, and all this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties, Obligations duties and Liens are assumed, ratified and affirmed by obligations of the Borrower. The parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.
Appears in 3 contracts
Samples: Term Loan Agreement (Root, Inc.), Term Loan Agreement (Root Stockholdings, Inc.), Term Loan Agreement (Root, Inc.)
Effect of Amendment and Restatement. The parties hereto to this Agreement agree that, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 6.1, the terms and provisions of the Existing Credit Agreement shall be deemed to be amended and hereby are amended, superseded and restated in its their entirety pursuant to by the terms and provisions of this Agreement; . This Agreement is not intended to and shall not constitute a novation. All Loans made, Letters of Credit issued and Obligations incurred, in each case, under the Existing Credit Agreement that are outstanding on the Restatement Effective Date shall continue as Loans, Letters of Credit and Obligations, respectively, under (iiand shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness of this Agreement: (Aa) all outstanding references in the “Revolving LoansLoan Documents” (as such term is defined in the Existing Credit Agreement)) to the “Administrative Agent”, if anythe “Collateral Agent”, shall be repaid in fullthe “Agreement”, (B) each outstanding the “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, ” and the “Loan Documents” shall be deemed to be a Letter of refer to the Administrative Agent, the Collateral Agent, this Agreement, the Credit issued Agreement and outstanding hereunder and the Loan Documents, (Cb) all outstanding the “Term LoansCommitments” (as such term is defined in the Existing Credit Agreement) shall be repaid redesignated as Commitments hereunder as set forth in full with proceeds of a Revolving Schedule 1.0, (c) the liens and security interests granted by any Loan Party pursuant to be made on the Closing Date; (iii) all terms and conditions any Loan Document in favor of the Existing Credit Agreement Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and (d) the Administrative Agent; and (iv) all indemnification obligations Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the Loan Parties each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Facility Credit Exposure and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit outstanding Revolving Facility Loans hereunder reflects such Lender’s Revolving Facility Credit Exposure Percentage of the Lenders, outstanding Total Revolving Facility Credit Exposures on the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Restatement Effective Date, except as modified (e) the Borrowers hereby or agree to compensate each Lender (including the Departing Lenders) for any and all losses, costs and expenses incurred by documents, instruments and agreements executed and delivered such Lender in connection herewith, with the sale and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver assignment of any right, power or remedy of Eurocurrency Loans (including the Existing Lenders or the Administrative Agent “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, nor constitute a waiver of any covenantin each case on the terms and in the manner set forth in Section 4.14 hereof, agreement or obligation and (f) each Departing Lender’s “Revolving Facility Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrowers’ Agent has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Credit Agreement, except to ) and the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebyDeparting Lenders shall not be Lenders hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Cypress Environmental Partners, L.P.), Credit Agreement (Cypress Environmental Partners, L.P.)
Effect of Amendment and Restatement. The parties hereto agree that, upon this Agreement becoming effective pursuant to Section 3.1Upon the Restatement Closing Date, the Existing Credit Agreement (and, except as otherwise set forth in the following proviso, all obligations and rights of any party thereunder), shall be deemed amended and restated by this Agreement; provided, however, that the obligation to occur or exist automatically, without further action by any party hereto or otherwise: (i) repay the loans and advances arising under the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid continue in full with proceeds force and effect but shall now be governed by the terms of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents. All Loan Documents being that were executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under connection with the Existing Credit Agreement and any other “(as such Loan Document” as defined therein shall survive the execution and delivery of this Agreement Documents may have been amended, restated, supplemented or otherwise modified) including, without limitation, those Loan Documents listed on Schedule 13.26, are hereby reaffirmed and shall continue in full force and effect for the benefit of the Lenderseffect; provided that, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or all references in such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant Documents to the Existing Credit Agreement shall, without anything further, be deemed to refer to this Agreement (as may from time to time be amended, restated, supplemented or any otherwise modified). Each Loan Party acknowledges and agrees that the Obligations evidenced by the Existing Credit Agreement and other “Loan Document” Documents executed in connection with the Existing Credit Agreement (as defined therein such Loan Documents may have been amended, restated, supplemented or affect otherwise modified) have not been satisfied but instead have become part of the relative priorities Obligations governed by the terms of such Liens, in each case this Agreement and under the other Loan Documents. No action or inaction by the Administrative Agent or Lenders prior to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness date of this Agreement shall not operate as be deemed to have established a waiver course of any rightconduct among the parties hereto. All rights, power or remedy duties and obligations of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except parties to the extent that any such covenant, agreement or obligation is no longer this Agreement shall be solely as set forth herein or is modified hereby.in this Agreement and the other Loan Documents. [SIGNATURE PAGES TO FOLLOW]
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Sparton Corp), Credit and Guaranty Agreement (Sparton Corp)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended from and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on after the Closing Date; (iii) : all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto to the Lenders and the Administrative Agent; (a) the terms and (iv) all indemnification obligations conditions of the Loan Parties under the Existing Credit Agreement shall be amended and any other “Loan Document” restated as defined therein set forth herein and, as so amended and restated, shall survive be amended and restated in their entirety, but shall be amended and restated only with respect to the execution rights, duties and delivery of this Agreement obligations among Borrower, Lenders and shall continue in full force Administrative Agent accruing from and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to after the Closing Date. This ; (b) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The ; (c) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders, Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or any other Loan Document at any time prior to the Closing Date; (d) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged, extinguished 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; (e) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (f) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter and (g) any and all references in the Loan Documents to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Original Closing Date.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Newmarket Corp), Revolving Credit Agreement (Newmarket Corp)
Effect of Amendment and Restatement. The Department hereby acknowledges that the Conduit, the Conduit Administrator and certain Sellers have executed Purchase Agreements in reliance on the provisions of the Original Amended and Restated Put Agreement that were in effect prior to the date of this Agreement. The Conduit and the Conduit Administrator hereby agree to use commercially reasonable efforts to amend such Purchase Agreements to conform the terms and provisions thereof to the document delivery requirements set forth in Section 4 of this Agreement (“Delivery Requirements”). Notwithstanding this obligation, until such time that the Conduit and the Conduit Administrator cause the related Sellers and other parties hereto agree to such Purchase Agreements to enter into such amendments, so long as the Conduit and the Conduit Administrator comply with the existing provisions of such Purchase Agreements and the provisions of the Original Amended and Restated Put Agreement, the Department hereby agrees to honor its obligation to purchase Putable Loans as if the Delivery Requirements had been satisfied. United States Department of Education Washington, D.C. By: E-mail: xxxxxxxxxx_0@xx.xxx Re: Third Amended and Restated Put Agreement, dated as of April 26, 2010, by and among the Department of Education, Straight-A Funding, LLC and The Bank of New York Mellon Ladies and Gentlemen: Pursuant to the terms and provisions of the Third Amended and Restated Put Agreement (the “Put Agreement”), dated as of April 20, 2010, by and among the United States Department of Education (the “Department”), Straight-A Funding, LLC (the “Conduit”) and The Bank of New York Mellon, acting (i) as agent on behalf of the Conduit in its capacity as conduit administrator (the “Conduit Administrator”) and as Eligible Lender Trustee and (ii) as agent for each Funding Note Issuer for the sole purposes of accepting the Put Option, the Conduit Administrator hereby gives notice of its intent to exercise the Put Option with respect to not more than $ Date”).1 of the loans (the “Loans”) on , 20 (the “Put Each of the Put Events marked below have occurred with respect to the Loans:
3. Pursuant to the terms and provisions of any Liquidity Agreement, any failure to make a Liquidity Funding when due; provided, that, upon this Agreement becoming effective pursuant to Section 3.1, the following a Put Event shall not be deemed to occur or exist automatically, without further action by any party hereto or otherwise: under this clause (i) if the Existing Credit Agreement related Liquidity Funding shall be deemed have been made by any other Person; or Pursuant to be amended the terms and restated provisions of any Liquidity Agreement, any Liquidity Funding which remains unpaid for more than forty-five (45) days after the date on which such Liquidity Funding was made in its entirety pursuant to this accordance with such Liquidity Agreement; or The occurrence of the date that is 45 days prior to the Put Expiration Date (ii) (A) all outstanding provided, that a Put Event shall occur on each date preceding such forty-fifth day 1 If the amount exceeds the limit set forth in Section 4E of the Put Agreement, please specify multiple Put Dates not less than forty-five days after the date of this notice. to the extent necessary in order to ensure that the Daily Put Limit is not exceeded on any related Put Date); or
6. The declaration or automatic occurrence of a Funding Note “Revolving Loansevent of default” (as such term is defined in the Existing Credit any Funding Note Purchase Agreement), including, without, limitation, an event of default relating to a Seller’s breach of its Commitment to Lender under FFELP obligations described under Section 2 of the Put Agreement; or An occurrence of Delinquency Put Event; or The occurrence of the date (or, if anysuch date is not a Business Day, the immediately preceding Business Day) that is 45 days prior to the maturity date of any Additional Securities (provided, that a Put Event shall occur on each date preceding such forty-fifth day to the extent necessary in order to ensure that the Daily Put Limit is not exceeded on any related Put Date). With respect to the Loans that have been designated as Put Events (1), (2), (3), (4) or (6) Loans, this Notice shall become irrevocable on the date fifteen (15) days from the date hereof and with respect to a Delinquency Put Event, this Notice shall become irrevocable on the date thirty (30) after the date upon which such Put Event shall have occurred. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Put Agreement. Very truly yours, The Bank of New York Mellon, in its capacity as Conduit Administrator and Eligible Lender Trustee By: Name: Title: On this day of , 20 , pursuant to the terms and provisions of that certain Third Amended and Restated Put Agreement (the “Put Agreement”), dated April 26, 2010, by and among the Department of Education (the “Department”), Straight-A Funding, LLC (the “Conduit”) and The Bank of New York Mellon (“Conduit Administrator”), subject to the receipt of the Put Price on the Put Date, the Conduit, the Conduit Administrator, as Eligible Lender Trustee on behalf of the Conduit and as agent of the applicable Funding Note Issuer, hereby sells, transfers, assigns, sets over and conveys to the Department, without recourse, as of [INSERT RELATED PUT DATE] (the “Put Date”), all of the right, title and interest of the Conduit and the Conduit Administrator in and to the loans (“Loans”) listed on the Final Loan Schedule attached hereto (including without limitation any and all rights of the Conduit and the Conduit Administrator with respect to the Loans under that certain Purchase Agreement dated as of , 20 , by and [between/among] [LIST PARTIES]), together with the related servicing files and servicing rights appurtenant thereto, the related Promissory Notes and related Loan Documents (including, without limitation, any rights of the Conduit Administrator to receive from any third party any documents which constitute a part of the loan or servicing files) and all rights and obligations arising under the documents contained therein (the “Related Assets”). As of the Put Date, subject to the receipt of the Put Price, the Conduit hereby releases the lien held by the Conduit on the Loans and the Related Assets and hereby authorized the Department or its designee to file all appropriate termination statements in accordance with the Applicable UCC. The Conduit and the Conduit Administrator hereby state that a Put Event has occurred in connection with an obligation secured by the Loans and the Related Assets of the applicable Funding Note Issuer, the Conduit Xxxxxx has exercised its post-Put Event remedies with respect to the Loans and Related Assets and by reason of such exercise, as of the Put Date, the Department shall acquire all of the rights of Funding Note Issuer in the Loans and Related Assets. As of the Put Date, the ownership of each Loan and the related Promissory Note and the contents of the loan file and servicing file shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined vested in the Existing Credit Department and the ownership of all records and documents with respect to the related Loan prepared by or which come into the possession of the Conduit or any of its agents, including the Conduit Administrator shall immediately vest in the Department and be delivered to the Department or its designee (except that copies thereof may be retained as provided in the Put Agreement). During any period that the related loan files and servicing files are retained by the Conduit Administrator, if any, such files shall be deemed to be a Letter of Credit issued retained and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined maintained, in trust, by the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect Conduit Administrator for the benefit of the LendersDepartment. Each of the Conduit and the Conduit Administrator confirms to the Department that, as of the date hereof, the Administrative Agent, and any other Person indemnified under Put Conditions set forth in Section 5C of the Existing Credit Put Agreement or such other Loan Document at any time prior have each been satisfied with respect to the Closing Loans (other than with respect to Section 5C(iii)(4), which shall be satisfied on or before the Put Date). Each of the Conduit and the Conduit Administrator authorizes the Department to use a copy of this Bill of Sale, including the attached Final Loan Schedule and Summary Loan Schedule, as official notification to the applicable Guarantor of assignment to the Department of the Loans purchased pursuant hereto on the Put Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities Bill of such Liens, in each case to the extent in force and effect thereunder as Sale excludes an assignment of right[s] of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewithSeller to offer future loans under such Promissory Note, and all of the Seller expressly reserves such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrowerright to offer future Loans under such Promissory Note. The execution, delivery Department agrees and effectiveness of this Agreement warrants that it will not offer or make any future loans under such Promissory Note. Capitalized terms used herein and not otherwise defined shall not operate as a waiver of any right, power or remedy of have the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer meanings set forth herein or is modified herebyin the Put Agreement.
Appears in 2 contracts
Samples: Put Agreement, Put Agreement
Effect of Amendment and Restatement. The parties hereto agree that, upon (a) Upon this Agreement becoming effective pursuant to Section 3.1Sections 6.1 and 6.2, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (Ai)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in fulldeemed to be Revolving Loans outstanding hereunder, (B) all outstanding “Swingline Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Swingline Loans outstanding hereunder, (C) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (CD) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Datefull; (iiiii) all terms and conditions of the Existing Credit Agreement and any other “Loan Credit Document” as defined therein, as amended and restated by this Agreement and the other Loan Credit Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties to the Lenders and the Administrative Agent; (iii) the terms and (iv) all indemnification obligations conditions of the Loan Parties under the Existing Credit Agreement shall be amended as set forth herein and, as so amended and any other “Loan Document” as defined therein restated, shall survive be restated in their entirety, but shall be amended only with respect to the execution rights, duties and delivery of this Agreement and shall continue in full force and effect for obligations among the benefit of the LendersBorrower, the Lenders and the Administrative Agent, Agent accruing from and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to after the Closing Date. This ; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Credit Document” as defined therein or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The ; (v) all indemnification obligations of the Credit Parties under the Existing Credit Agreement and any other “Credit Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Credit Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date (other than the Term Loans to be repaid in full on the Closing Date), continue to be 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 substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Credit Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Air Transport Services Group, Inc.), Credit Agreement (Air Transport Services Group, Inc.)
Effect of Amendment and Restatement. The parties hereto agree that, upon (a) Upon this Agreement becoming effective pursuant to Section 3.1Sections 3.1 and 3.2, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (Ai)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and Revolving Loans outstanding hereunder and (CB) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) there shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Dateno Swingline Loans outstanding hereunder; (iiiii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and (iv) all indemnification obligations conditions of the Loan Parties under the Existing Credit Agreement shall be amended as set forth herein and, as so amended and any other “Loan Document” as defined therein restated, shall survive be restated in their entirety, but shall be amended only with respect to the execution rights, duties and delivery of this Agreement and shall continue in full force and effect for obligations among the benefit of the LendersBorrower, the Lenders and the Administrative Agent, Agent accruing from and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to after the Closing Date. This ; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The ; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be 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 substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Former Agent under the Existing Credit AgreementAgreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (E.W. SCRIPPS Co), Credit Agreement (E.W. SCRIPPS Co)
Effect of Amendment and Restatement. (a) The parties hereto agree that, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: :
(i) on the Existing Credit Agreement shall be deemed to be amended Effective Date, the Indebtedness (as defined herein) represents, among other things, the amendment, consolidation, and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding modification of the “Revolving LoansIndebtedness” (as such term is defined in the Existing Credit Agreement), if anyas assumed by the Borrower;
(ii) Parent, shall be repaid in fullthe Borrower, (B) each outstanding the other Loan Parties, the Administrative Agent and the Lenders acknowledge that, effective as of the Effective Date, all interest, fees, expenses and other “Letter of CreditIndebtedness” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall that remain unpaid and outstanding as of the Effective Date will be repaid in full with proceeds assumed by the Borrower and remain outstanding and payable under this Agreement and the other Loan Documents. The Borrower acknowledges that all Indebtedness outstanding as of a Revolving Loan the Effective Date constitutes valid and binding obligations of the Borrower without offset, counterclaim, defense, or recoupment of any kind, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to be made on the Closing Date; or limiting creditor’s rights generally;
(iii) on the Effective Date, the Existing Credit Agreement will be amended and restated in its entirety by this Agreement and the Existing Credit Agreement will thereafter be of no further force and effect, but this Agreement does not, and is not in any way intended to, constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or to evidence payment of all or any portion of such obligations and liabilities; and
(iv) the terms and conditions of the Existing Credit this Agreement and any other “Loan Document” as defined therein, as amended the Administrative Agent’s and restated by the Lenders’ rights and remedies under this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations apply to all of the Loan Parties to “Indebtedness” (as defined in the Lenders and the Administrative Agent; and (ivExisting Credit Agreement) all indemnification obligations of the Loan Parties incurred under the Existing Credit Agreement and any other “that is continued under this Agreement;
(b) Each Loan Document” as defined therein shall survive Party hereby reaffirms the execution and delivery Liens granted pursuant to the Security Instruments to the Administrative Agent for the benefit of this Agreement and shall the Secured Parties, which Liens will continue in full force and effect for during the benefit term of the Lenders, the Administrative Agent, this Agreement and any other Person indemnified under renewals thereof and will continue to secure the Existing Credit Agreement or such other Loan Document at any time prior to Indebtedness.
(c) On and after the Closing Effective Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant (i) all references to the Existing Credit Agreement in the Loan Documents (other than this Agreement) will be deemed to refer to the Existing Credit Agreement as amended and restated by this Agreement; (ii) all references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (but not in this Agreement) will be deemed amended, mutatis mutandis, to refer to the corresponding provisions of this Agreement; and (iii) except as the context otherwise requires, on or after the Effective Date all references in this Agreement to this Agreement (including for purposes of indemnification and reimbursement of fees) will be deemed to be references to the Existing Credit Agreement as amended and restated by this Agreement.
(d) The amendment and restatement effected by this Agreement is limited as written and is not a consent to any other “amendment, restatement, or waiver or other modification, whether or not similar, and, except as expressly provided in this Agreement or in any other Loan Document” as defined therein or affect , all terms and conditions of the relative priorities of such Liens, Loan Documents remain in each case to the extent in full force and effect thereunder as of the Closing Date, except as modified hereby unless otherwise specifically amended by this Agreement or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebyother Loan Document.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Vista Proppants & Logistics Inc.), Senior Secured Credit Agreement (Vista Proppants & Logistics Inc.)
Effect of Amendment and Restatement. The parties hereto agree that(a) This Agreement shall not constitute a novation of (i) the obligations and liabilities, upon this including the Obligations, under the 2022 Credit Agreement becoming effective pursuant or the other Credit Documents as in effect prior to Section 3.1the Closing Date or (ii) the 2022 Credit Agreement or the other Credit Documents as in effect prior to the Closing Date.
(b) From and after the Closing Date, all references to the following “Credit Agreement” (or any similar term in reference to the 2022 Credit Agreement) contained in the Credit Documents shall be deemed to occur refer to this Agreement.
(c) Nothing herein shall impair or exist automaticallyadversely affect the continuation of the liability of the Credit Parties for the obligations or the security interests and Liens heretofore granted, without further action by any party hereto pledged or otherwise: assigned to the Collateral Agent pursuant to the Credit Documents.
(id) Each Credit Party confirms that the Existing Liens and security interests in the Collateral of the Borrower and the Guarantors granted under the Credit Agreement Documents shall not be impaired, extinguished or released hereby and shall be deemed to be amended continuously granted and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in perfected from the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions earliest date of the Existing Credit Agreement granting and any other “Loan Document” as defined therein, as amended perfection of such Liens and restated by this Agreement security interests and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, and are hereby ratified and confirmed, as so amended security for the Obligations in favor of the Collateral Agent for the benefit of the Secured Parties.
(e) Each Credit Party hereby (i) ratifies and restatedreaffirms all of its obligations under each of the Credit Documents to which it is a party and (ii) acknowledges and agrees that subsequent to, and shall constitute the legal, valid, binding and enforceable obligations taking into account all of the Loan Parties terms and conditions of this Agreement, each Credit Document to which it is a party shall remain in full force and effect in accordance with the Lenders terms thereof and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive not be impaired or limited by the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.
Appears in 2 contracts
Samples: Credit Agreement (Rubrik, Inc.), Credit Agreement (Rubrik, Inc.)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended from and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on after the Closing Date; (iii) : all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties parties thereto to the Lenders and the Administrative Agent; and (iv) all indemnification obligations . Without limiting the generality of the Loan Parties under foregoing:
(a) the terms and conditions of the Existing Credit Agreement shall be amended and any other “Loan Document” restated as defined therein set forth herein and, as so amended and restated, shall survive be amended and restated in their entirety, but shall be amended and restated only with respect to the execution rights, duties and delivery of this Agreement obligations among Borrower, Lenders and shall continue in full force Administrative Agent accruing from and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to after the Closing Date. This ;
(b) this Agreement shall not in any way release or impair the rights, duties, duties or Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, duties and Obligations and Liens are assumed, ratified and affirmed by the Borrower. The ;
(c) all indemnification obligations of the Borrower under the Existing Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders, Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or any other Loan Document at any time prior to the Closing Date;
(d) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged, extinguished 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;
(e) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and
(f) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Tc Pipelines Lp), Revolving Credit and Term Loan Agreement (Tc Pipelines Lp)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended from and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on after the Closing Date; (iii) : all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties parties thereto to the Lenders and the Administrative Agent; and (iv) all indemnification obligations . Without limiting the generality of the Loan Parties under foregoing:
(a) the terms and conditions of the Existing Credit Agreement shall be amended and any other “Loan Document” restated as defined therein set forth herein and, as so amended and restated, shall survive be amended and restated in their entirety, but shall be amended and restated only with respect to the execution rights, duties and delivery of this Agreement obligations among Borrower, Lenders and shall continue in full force Administrative Agent accruing from and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to after the Closing Date. This ;
(b) this Agreement shall not in any way release or impair the rights, duties, duties or Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, dutiesduties and Obligations, Obligations and Liens as so modified, are assumed, ratified and affirmed by the Borrower. The ;
(c) all indemnification obligations of the Borrower under the Existing Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders, Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or any other Loan Document at any time prior to the Closing Date;
(d) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged, extinguished or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder;
(e) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and
(f) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Tc Pipelines Lp), Revolving Credit Agreement (Northern Border Pipeline Co)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended from and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on after the Closing Date; (iii) : all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties parties thereto to the Lenders and the Administrative Agent; and (iv) all indemnification obligations . Without limiting the generality of the Loan Parties under foregoing:
(a) the terms and conditions of the Existing Credit Agreement shall be amended and any other “Loan Document” restated as defined therein set forth herein and, as so amended and restated, shall survive be amended and restated in their entirety, but shall be amended and restated only with respect to the execution rights, duties and delivery of this Agreement and shall continue in full force and effect for obligations among the benefit of the LendersBorrower, the Lenders and the Administrative Agent, Agent accruing from and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to after the Closing Date. This ;
(b) this Agreement shall not in any way release or impair the rights, duties, duties or Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, duties and Obligations and Liens are assumed, ratified and affirmed by the Borrower. The ;
(c) all indemnification obligations of the Borrower under the Existing Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or any other Loan Document at any time prior to the Closing Date;
(d) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged, extinguished 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;
(e) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and
(f) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Tc Pipelines Lp), Revolving Credit and Term Loan Agreement (Tc Pipelines Lp)
Effect of Amendment and Restatement. The parties hereto agree that(a) This Agreement is an amendment and restatement of the terms and provisions of the Existing Credit Agreement and, upon this the effectiveness hereof, all obligations of the Borrowers under the Existing Credit Agreement becoming effective pursuant to Section 3.1shall become obligations of the Borrowers hereunder, and the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) provisions of the Existing Credit Agreement shall be deemed superseded by the provisions hereof. Neither the execution and delivery of this Agreement by any Loan Party or any Lender, nor any of the terms or provisions contained herein, shall be construed to be amended and restated in its entirety pursuant to this a novation of, or payment on or with respect to, the Indebtedness outstanding under the Existing Credit Agreement; .
(iib) (A) all outstanding “Revolving Loans” Upon the Restatement Effective Date, the Commitment (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) of each outstanding “Letter of Credit” Lender (as such term is defined in the Existing Credit Agreement), if any, ) that does not have a Commitment set forth on Schedule I hereto shall be deemed to be a Letter of Credit issued terminated, and outstanding hereunder and (C) all outstanding “Term Loans” each such Lender (as such term is defined in the Existing Credit Agreement) shall be repaid released from any obligations as a Lender hereunder and under the other Loan Documents (provided for the avoidance of doubt that any obligations of any such lender under the Existing Credit Agreement which by their express terms are deemed to survive any such release or termination shall survive). When counterparts executed by all the parties shall have been lodged with the Administrative Agent (or, in full with proceeds the case of a Revolving any Lender as to which an executed counterpart shall not have been so lodged, the Administrative Agent shall have received facsimile or other written confirmation from such Lender) and all of the conditions set forth in Section 11 shall have been satisfied, this Agreement shall become effective as of the date hereof, and at such time the Administrative Agent shall notify the Lead Borrower and each Lender.
(c) The Loan Parties, the Lenders that are party to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined thereinBank of America, N.A., as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties administrative agent under the Existing Credit Agreement Agreement, acknowledge and any other “Loan Document” as defined therein shall survive agree that upon the execution and delivery effectiveness of this Agreement on the Restatement Effective Date, the Existing Credit Agreement shall be superseded by this Agreement, and shall terminate and be of no further force or effect (except that any provision thereof which by its terms survives termination thereof shall continue in full force and effect for the benefit of the Lendersapplicable party or parties), the Administrative Agent, and all without any other Person indemnified under the Existing Credit Agreement or such other Loan Document at action by any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebyPerson.
Appears in 2 contracts
Samples: Credit Agreement (Triton International LTD), Credit Agreement (Triton International LTD)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.113.1, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: Effective Date:
(i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (iia) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii1) all terms and conditions of the Existing Credit Loan Facility Agreement and any other “Loan Operative Document” as defined therein, as amended and restated by this Agreement and the other Loan Operative Documents being executed and delivered on the Closing Effective Date, shall be and remain continue in full force and effect, as so amended and restatedhereby, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties Sponsor and its Subsidiaries party thereto to the Lenders Servicer and the Administrative AgentParticipants; (2) the terms and conditions of the Existing Loan Facility Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Sponsor, Participants and the Servicer accruing from and after the Effective Date; (iv3) all indemnification obligations of the Loan Parties Sponsor and its Subsidiaries under the Existing Credit Loan Facility Agreement and or any other “Loan Operative Document” (as defined therein in the Existing Loan Facility Agreement) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the LendersServicer, the Administrative AgentParticipants, and any other Person indemnified under the Existing Credit Loan Facility Agreement or such other Loan Document “Operative Document” at any time prior to the Closing Effective Date. This Agreement shall not ; (4) any and all references in any way release or impair the rights, duties, Obligations or Liens created pursuant Operative Documents to the Existing Credit Loan Facility Agreement shall, without further action of the parties, be deemed a reference to the Existing Loan Facility Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or any other “amended and restated from time to time hereafter and (5) all Existing Loans, Existing Loan Document” as defined therein or affect the relative priorities of such LiensCommitments and Existing Notes shall, in each case to the extent in force and effect thereunder as of outstanding on the Closing Effective Date, except as modified hereby be deemed to be US Loans, US Loan Commitments and US Term Notes or US Revolving Notes, respectively, outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by documents, instruments and agreements executed and delivered in connection herewiththe execution of this Agreement, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as constitute a waiver refinancing, substitution or novation of such Loans, Loan Commitments and Notes, or any right, power or remedy of the Existing Lenders other rights, duties and obligations of the parties hereunder; and
(b) (i) each Participant shall be deemed to have sold, assigned, transferred and conveyed to the Servicer, without recourse or warranty, such Participant’s undivided percentage ownership interest in the Administrative Agent under Participant’s Interest as in effect immediately prior to the Existing Credit effectiveness of this Agreement, nor constitute a waiver of any covenant(ii) Servicer shall be deemed to have sold, agreement or obligation under the Existing Credit Agreementassigned, except transferred and conveyed to the extent Participants, without recourse or warranty, and each Participant shall be deemed to have purchased from the Servicer, an undivided percentage ownership interest equal to each Participant’s Pro Rata Share of the Participating Commitments after giving effect to this Agreement in the Participant’s Interest, (iii) the Participant Fundings shall be reallocated by the Participants such that each Participant has funded its Pro Rata Share based upon its Participating Commitment after giving effect to this Agreement and (iv) the Servicer shall issue to each Participant a Participation Certificate (which shall be deemed to automatically replace any such covenant, agreement or obligation is no longer set forth herein or is modified herebyexisting Participation Certificates) reflecting the relevant Participant’s revised Participating Commitment Amount.
Appears in 2 contracts
Samples: Loan Facility Agreement (Aaron's Inc), Loan Facility Agreement (Aaron's Inc)
Effect of Amendment and Restatement. The parties hereto agree that, upon (a) Upon this Agreement becoming effective pursuant to Section 3.1Sections 6.1 and 6.2, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (Ai)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in fulldeemed to be Revolving Loans outstanding hereunder, (B) all outstanding “Swingline Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Swingline Loans outstanding hereunder, (C) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (CD) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan deemed to be made on the Closing DateTerm Loans outstanding hereunder; (iiiii) all terms and conditions of the Existing Credit Agreement and any other “Loan Credit Document” as defined therein, as amended and restated by this Agreement and the other Loan Credit Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties to the Lenders and the Administrative Agent; (iii) the terms and (iv) all indemnification obligations conditions of the Loan Parties under the Existing Credit Agreement shall be amended as set forth herein and, as so amended and any other “Loan Document” as defined therein restated, shall survive be restated in their entirety, but shall be amended only with respect to the execution rights, duties and delivery of this Agreement and shall continue in full force and effect for obligations among the benefit of the LendersBorrower, the Lenders and the Administrative Agent, Agent accruing from and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to after the Closing Date. This ; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Credit Document” as defined therein or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The ; (v) all indemnification obligations of the Credit Parties under the Existing Credit Agreement and any other “Credit Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Credit Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be 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 substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Credit Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Air Transport Services Group, Inc.)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.12.1, from and after the following Closing Date: (a) the Revolving Credit Commitments shall be deemed to occur or exist automaticallydecreased in accordance with the terms hereof, without further action by any party hereto or otherwise: (i) and the Existing “Cap Ex Loans” outstanding under the Original Credit Agreement shall be deemed to be amended a portion of the Term Loan and restated in its entirety pursuant to this Agreementcontinue outstanding hereunder; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iiib) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto to Lenders and Agent; (c) the terms and conditions of the Original Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Borrower, Lenders and the Administrative Agent; Agent accruing from and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to after the Closing Date. This ; (d) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The ; (e) all indemnification obligations of the Credit Parties under the Original Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders, Agent, and any other Person indemnified under the Original Credit Agreement or any other Loan Document at any time prior to the Closing Date; (e) the Obligations incurred under the Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or 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; (f) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (g) any and all references in the Loan Documents to the Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter and (h) any and all references in any Loan Document which is not being amended and restated on the date hereof to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Original Closing Date.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon the effectiveness of this Agreement becoming effective pursuant to Section 3.16.01, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (ia) the Existing terms and conditions of the Original Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement)set forth herein and, if anyas so amended, shall be repaid restated in fulltheir entirety, (B) each outstanding “Letter of Credit” (as such term is defined in but only with respect to the Existing Credit Agreement)rights, if anyduties and obligations among Borrowers, shall be deemed to be a Letter of Credit issued the Lenders and outstanding hereunder the Administrative Agent accruing from and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on after the Closing Date; (iiib) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” Credit Document (as defined therein therein) or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by Borrowers; (c) all indemnification obligations of Borrowers under the Borrower. The Original Credit Agreement and any other Credit Documents (as defined therein) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Original Credit Agreement or any other Loan Document (as defined therein) at any time prior to the Closing Date, (d) the Obligations incurred under the Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or 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; (e) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (f) any and all references to the Original Credit Agreement in each and every Collateral Document and all other Credit Documents shall, without further action of the parties, be deemed a reference to the Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Catalina Lighting Inc)
Effect of Amendment and Restatement. (a) On and as of the Closing Date, the Existing Loan Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that, upon that (i) this Agreement becoming effective pursuant and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment or reborrowing, or termination of the “Obligations” (as defined in the Existing Loan Agreement) as in effect prior to Section 3.1, the following Closing Date and (ii) such “Obligations” are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement. Each reference to the “Credit Agreement” or “Loan Agreement” in any Loan Document shall be deemed to occur be a reference to the Existing Loan Agreement as amended and restated hereby.
(b) Each of the Borrower and Holdings hereby confirms that each Loan Document to which it is a party or exist automaticallyotherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of all “Obligations” under each of the Loan Documents to which it is a party (in each case as such terms are defined in the applicable Loan Document). 177 QDI – A&R Credit Agreement (2014)
(c) Each of the Borrower and Holdings acknowledges and agrees that (i) any of the Loan Documents to which it is a party or is otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid, enforceable, ratified and confirmed in all respects and shall not be impaired or limited by the execution or effectiveness of this Agreement, and (ii) all security interests (including hypothecs) created under any of the Security Documents shall continue in full force and effect pursuant to the terms of such Security Document.
(d) Each Lender severally agrees to continue its “Revolving Facility Loans” (as defined in the Existing Loan Agreement) (such loans, collectively, “Existing Revolving Loans”) outstanding immediately prior to the effectiveness of the amendment and restatement of the Existing Loan Agreement on the Closing Date as Revolving Facility Loans hereunder, and as of the Closing Date such Existing Revolving Loans shall be automatically deemed to constitute Revolving Facility Loans outstanding under this Agreement.
(e) Each Lender severally agrees to continue its “Term Loans” (as defined in the Existing Loan Agreement) (such loans, collectively, “Existing Term Loans”) outstanding immediately prior to the effectiveness of the amendment and restatement of the Existing Loan Agreement on the Closing Date as Term Loans hereunder, and as of the Closing Date such Existing Term Loans shall be automatically deemed to constitute Term Loans outstanding under this Agreement.
(f) On the Closing Date, without further action by any party hereto (including the delivery of a notice of the issuance of a Letter of Credit pursuant to Section 2.05(b) or otherwise: any consent of, or confirmation by or to, the Administrative Agent), (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Loan Agreement) listed on Schedule 1.01E hereto that was issued by a person that is an Issuing Bank hereunder (such letters of credit, collectively, “Existing Letters of Credit”) shall become a Letter of Credit outstanding under this Agreement), if any, shall be deemed to be a Letter of Credit issued under this Agreement and outstanding hereunder shall be subject to the terms and conditions hereof as if each such Existing Letter of Credit were issued by the applicable Issuing Bank pursuant to this Agreement and (Cii) all outstanding “Term Loans” (as such term is defined in the each Issuing Bank that has issued an Existing Letter of Credit Agreement) shall be repaid in full with proceeds of a deemed to have granted each Revolving Loan Facility Lender, and each Revolving Facility Lender shall be deemed to be made have acquired from such Issuing Bank, on the Closing Date; (iii) all terms and conditions of Section 2.05 hereof, for such Revolving Facility Lender’s own account and risk, an undivided interest and participation in such Issuing Bank’s obligations and rights under each such Existing Letter of Credit equal to such Revolving Facility Lender’s ratable share of the Existing face amount of such Letter of Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable (including all obligations of the Loan Parties to the Lenders Borrower for whose account such Letter of Credit was issued and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing any security or guaranty pertaining thereto). [SIGNATURE PAGES FOLLOW] 178 QDI – A&R Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.(2014)
Appears in 1 contract
Samples: Credit Agreement
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.12.1, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (ia) all US Commitments (as defined in the Existing Original Credit Agreement Agreement) shall be deemed to be amended US Tranche A Loan Commitments hereunder and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” US Loans (as such term is defined in the Existing Original Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and US Tranche A Loans hereunder; (Cb) all outstanding “Term Loans” Canadian Commitments (as such term is defined in the Existing Original Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan deemed to be made on Canadian Tranche A Loan Commitments hereunder and all Canadian Loans (as defined in the Closing DateOriginal Credit Agreement) shall be deemed to be Canadian Tranche A Loans hereunder; (iiic) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto to Lenders and Agent; (d) the terms and conditions of the Original Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among Borrowers, Lenders and the Administrative Agent; Agent accruing from and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to after the Closing Date. This ; (e) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The Borrowers; (f) to the extent expressly provided for in the Original Credit Agreement, all indemnification obligations of the Credit Parties under the Original Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders, Agents, and any other Person indemnified under the Original Credit Agreement or any other Loan Document at any time prior to the Closing Date; (g) the Obligations incurred under the Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or 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; (h) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent Agents under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (i) any and all references in the Loan Documents to the Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter and (j) any and all references in the Loan Documents to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Original Closing Date.
Appears in 1 contract
Effect of Amendment and Restatement. (a) The parties hereto agree that, upon this Agreement becoming effective pursuant to Section 3.1on the Effective Date, the following transactions shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: hereto:
(i) the Existing Credit Pre-Petition Security Agreement shall be deemed to be amended and restated in its entirety pursuant to in the form of this Agreement; ;
(ii) all existing obligations under the Pre-Petition Credit Agreement (Athe “Existing Obligations”) shall, to the extent not paid on the Effective Date, be deemed to be Obligations the payment and performance of which are secured by this Agreement;
(iii) the guaranties and Liens in favor of the Collateral Agent under the Pre-Petition Security Agreement for the benefit of the Secured Parties under the Pre-Petition Security Agreement to secure the payment and performance of the Existing Obligations shall remain in full force and effect and shall be continuing guaranties and Liens securing the payment and performance of the Secured Obligations hereunder;
(iv) all outstanding “Revolving Loans” (as such term is defined references in the Existing Credit other Loan Documents to the Pre-Petition Security Agreement or the “Security Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be and include references to this Agreement, as amended, restated, supplemented or otherwise modified from time to time; and
(v) this Agreement shall not be deemed to evidence or result in a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions novation or repayment of the Existing Credit Obligations, and the Liens of Pledgors securing payment and performance thereof in full when due are and shall in all respects be continuing as security for the payment and performance in full when due of the Secured Obligations.
(b) Each Pledgor hereby (i) ratifies and affirms the grant of security and Liens under the Pre-Petition Security Agreement as security for the payment and any other “Loan Document” as defined therein, as amended performance in full when due of the Secured Obligations and restated by (ii) confirms and agrees that such security interests and Lien secure all of the Secured Obligations under this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties effect after giving effect to the Lenders and the Administrative Agent; and this Agreement.
(ivc) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Collateral Agent under the Existing Credit Agreement, nor Pre-Petition Security Agreement or constitute a waiver of any covenant, agreement or obligation under provision of the Existing Credit Pre-Petition Security Agreement, except to the extent that any such covenant, agreement or obligation is no longer as specifically set forth herein or is modified herebytherein.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree that(a) Upon the Closing Date, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit this Agreement shall be deemed to be amended amend, and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (restate as such term is defined in amended, the Existing Credit Agreement), if any, but shall be repaid not constitute a novation thereof or in full, any way impair or otherwise affect the rights or obligations of the parties thereunder (Bincluding with respect to Loans and representations and warranties made thereunder) each outstanding “Letter of Credit” except as such rights or obligations are amended or modified hereby and (ii) the Commitments (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid provided for in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement shall cease to be in effect and any other “Loan Document” as defined therein, shall be replaced in full by the Commitments pursuant to this Agreement. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto.
(b) Upon the Closing Date, the Existing Revolving Credit Loans shall automatically, without any action on the part of any Person, be designated for all purposes of this Agreement and the other Loan Documents being executed as Revolving Credit Loans, and delivered the Closing Date Existing Letters of Credit shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement. The Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure in respect of the Existing Revolving Credit Loans and the Closing Date Existing Letters of Credit as are necessary in order that each such Xxxxxx’s Outstanding Revolving Credit Obligations hereunder on the Closing Date reflects such Xxxxxx’s Aggregate Exposure Percentage on the Closing Date. On the Closing Date, the commitments of each Exiting Lender under the Existing Credit Agreement shall be and remain in full force and effectterminated, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties outstanding amounts due under the Existing Credit Agreement and any the other “Loan Document” Documents (as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or Agreement) to such other Loan Document at any time prior to Exiting Lender on the Closing Date. This Agreement Date shall be paid in full, and each Exiting Lender shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit be a Lender under this Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in (it being understood that each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of Lender under this Agreement shall not operate as a waiver of any right, power or remedy have been deemed to assume the commitments of the Existing Exiting Lenders or the Administrative Agent under the Existing Credit Agreement). Concurrently therewith, nor constitute a waiver the Lenders shall be deemed to have adjusted their participation interests in any outstanding Letters of any covenantCredit so that such interests are held ratably in accordance with their Commitments as set forth in Exhibit A hereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, agreement or obligation under the Existing Credit Agreement, except pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebytransactions effected pursuant to this Section 11.20(b).
Appears in 1 contract
Samples: Credit Agreement (Autonation, Inc.)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective at the Effective Time pursuant to Section 3.1the terms of the Reaffirmation and Omnibus Amendment Agreement, from and after such Effective Time: (a) the following portion of the Restated Amount held by each Lender shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: be an Initial Term Loan outstanding under the Credit Agreement in an amount equal to such Lender’s Pro Rata Share of the Restated Amount; (ib) the Existing terms and conditions of the Original Credit Agreement and Transaction Documents (as defined in the Resignation Agreement) shall be deemed to be amended and restated in its entirety pursuant to by the Credit Agreement, this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in , the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued Reaffirmation and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Omnibus Amendment Agreement and the other Loan Transaction Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (ivc) all indemnification obligations of the Loan Parties under the Existing Original Credit Agreement and any other “Loan Document” Transaction Documents (as defined therein in the Resignation Agreement) in favor of the Agent and the Lenders shall survive the execution and delivery of this the Reaffirmation and Omnibus Amendment Agreement and shall continue in full force and effect for the benefit of the Lenders, Agent and the Administrative Agent, Lenders and any other Person indemnified under the Existing indemnification provisions of the Credit Agreement; (d) the obligations incurred under the Original Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” and Transaction Documents (as defined therein or affect in the relative priorities Resignation Agreement) in respect of such Liensthe Original Loans and any accrued and unpaid interest in respect thereto included in the Restated Amount shall, in each case to the extent in force and effect thereunder as of outstanding on the Closing Date, except as modified hereby continue to be outstanding under the Credit Agreement and shall not be deemed to be paid, released, discharged or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed otherwise satisfied by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy execution of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor and the Credit Agreement shall constitute an amendment and restatement but shall not constitute a waiver substitution or novation of such obligations or any covenantof the other rights, agreement or obligation duties and obligations of the parties thereunder; and (e) the grant of the security interests under the Existing Original Credit AgreementAgreement and the obligations related thereto shall continue, except and shall in no event be deemed released, terminated, extinguished, discharged or otherwise satisfied hereby (other than pursuant to the extent that any such covenantterms hereof), agreement and under no circumstances constitutes a substitution or obligation is no longer set forth herein or is modified herebynovation but rather an amendment and restatement, but shall hereafter be governed by the terms of this Agreement.
Appears in 1 contract
Samples: Reaffirmation Agreement and Omnibus Amendment Agreement (New Beginnings Acquisition Corp.)
Effect of Amendment and Restatement. The parties hereto agree that, upon this Agreement becoming effective pursuant to Upon the satisfaction of the conditions precedent set forth in Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise4.02: (ia) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” shall be amended as defined thereinset forth herein and, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Dateso amended, shall be and remain restated in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agenttheir entirety; and (ivb) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” Document (as defined therein therein) or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Datethereof, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens as so modified are assumed, ratified and affirmed by each of the Borrower. The , Overnite and the Loan Parties; (c) the Obligations incurred under the Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be 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 novation of such Obligations or of any of the other rights, duties and obligations of the parties hereunder; (d) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (e) any and all references to the Original Credit Agreement in each and every Loan Document and Security Document shall, without further action of the parties, be deemed a reference to the Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time.
Appears in 1 contract
Samples: Credit Agreement (Overnite Corp)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.12.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended from and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on after the Closing Date: (a) the Revolving Loan Commitments shall be increased in accordance with the terms hereof; (iiib) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on or as of the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium and other laws relating to the enforcement of creditors’ rights and by general principles of equity (whether considered at law or in equity); (c) the terms and conditions of the Original Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety; provided that any rights, duties and obligations among Borrowers, Lenders and Agent accruing before the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties Closing Date under the Existing Original Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of in their entirety unless specifically amended hereunder; (d) this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified amended hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by Borrowers; (e) all indemnification obligations of the Borrower. The Credit Parties under the Original Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders, Agent, and any other Person indemnified under the Original Credit Agreement or any other Loan Document at any time prior to the Closing Date; (f) the Obligations incurred under the Original Credit Agreement, including, without limitation, in respect of principal, interest, reimbursement obligations for Letters of Credit, expenses and fees, shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or 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; (g) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified amended hereby; (h) any and all references in the Loan Documents to the Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter; (i) any and all references in the Loan Documents that were executed or delivered on or after the Original Closing Date but prior to the First Restatement Date to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Original Closing Date, and any and all references in the Loan Documents that were executed and delivered on or after First Restatement Date but prior to the date hereof to the “Closing Date” shall, without further action of the parties, be deemed a reference to the First Restatement Date and (j) all security interests created under the Original Credit Agreement and the other Loan Documents executed prior to the date hereof continue to be in full force and effect after giving effect to the consummation of this Agreement.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree thatOn the Effective Date, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement Facilities shall be deemed to be amended and restated in its their entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined set forth herein. This Agreement has been given in the Existing Credit Agreement)renewal, if anyextension, shall be repaid rearrangement and increase, and not in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions extinguishment of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Facilities and the notes and other documents related thereto. This Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit does not constitute a novation of the Lenders, the Administrative Agent, obligations and any other Person indemnified liabilities under the Existing Credit Agreement Facilities or evidence repayment of any such other Loan Document at obligations and liabilities. Additionally, the substantive rights and obligations of the parties hereto shall be governed by this Agreement, rather than the Existing Credit Facilities. Without limitation of any time prior to of the Closing Date. This foregoing, (a) this Agreement shall not in any way release or impair the rights, duties, Secured Obligations or Liens created pursuant to (as defined in the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case Facilities) to the extent in force and effect thereunder as of the Closing Date, Effective Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Secured Obligations and Liens are assumed, ratified and affirmed by the Borrower. The executionParent, the Borrower and each of the Guarantors; (b) all indemnification obligations of the Parent and the Borrower and each of the Guarantors under the Existing Credit Facilities shall survive the execution and delivery of this Agreement and effectiveness shall continue in full force and effect for the benefit of the Lenders (as defined in the Existing Credit Facilities) and any other Person indemnified under the Existing Credit Facilities at any time prior to the Effective Date; (c) the Secured Obligations incurred under the Existing Credit Facilities shall, to the extent outstanding on the Effective Date, 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 operate as constitute a waiver refinancing, substitution or novation of such Debt or any right, power or remedy of the other rights, duties and obligations of the parties hereunder; and (d) any and all references to the Existing Lenders Credit Facilities in any of the Loan Documents shall (as defined in the Existing Credit Facilities), without further action of the parties, be deemed a reference to the Existing Credit Facilities, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time, and any and all references to the Administrative Agent “Loan Documents” (as defined in the Existing Credit Facilities) in any such Loan Documents shall be deemed a reference to the Loan Documents under the Existing Credit Facilities, as amended and restated by this Agreement, nor constitute and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time. [Credit Agreement] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. PARENT:SUNDANCE ENERGY AUSTRALIA LIMITED By: __________________________________ Name:Xxxxx X. Xxxxxxxx Title:Chief Financial Officer BORROWER:SUNDANCE ENERGY, INC. By: __________________________________ Name:Xxxxx X. Xxxxxxxx Title:Chief Financial Officer ADMINISTRATIVE AGENT: XXXXXX XXXXXXX ENERGY CAPITAL INC., as Administrative Agent By: __________________________________ Name:Xxxxxx Xxxxxx Title:Vice President LENDER: XXXXXX XXXXXXX CAPITAL GROUP INC., as a waiver Lender By: __________________________________ Name:Xxxxxx Xxxxxx Title:Vice President LENDER: [___________________________], as a Lender By: __________________________________ Authorized Officer AG ENERGY FUNDING, LLC 30.000000000% $75,000,000.00 AMISSIMA DIVERSIFIED INCOME ICAV 2.000000000% $5,000,000.00 APOLLO XXXXXXXX CREDIT FUND, L.P. 2.989600000% $7,474,000.00 APOLLO TACTICAL VALUE SPN INVESTMENTS, L.P. 7.624000000% $19,060,000.00 APOLLO TOWER CREDIT FUND, L.P. 4.955600000% $12,389,000.00 APOLLO KINGS ALLEY CREDIT FUND, L.P. 1.916400000% $4,791,000.00 APOLLO UNION STREET PARTNERS, L.P. 1.514400000% $3,786,000.00 APOLLO ATLAS MASTER FUND, LLC 4.000000000% $10,000,000.00 APOLLO TR OPPORTUNISTIC LTD 1.754000000% $4,385,000.00 APOLLO TR ENHANCED LEVERED YIELD LLC 1.000000000% $2,500,000.00 ARES CAPITAL CORPORATION 24.283402680% $60,708,506.70 ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES OF SALI MULTI-SERIES FUND, L.P. 0.182078128% $455,195.32 ARES DIRECT FINANCE I LP 1.134519192% $2,836,297.98 BAYLOR COLLEGE OF MEDICINE 0.158400000% $396,000.00 BLACKGOLD OPPORTUNITY FUND LP 3.257200000% $8,143,000.00 BLACKGOLD OPPORTUNITY FUND II LP 0.069200000% $173,000.00 BLACKGOLD PRIVATE ENERGY PARTNERS LP 0.234400000% $586,000.00 BLACKGOLD PRIVATE ENERGY PARTNERS II LP 2.197200000% $5,493,000.00 CION ARES DIVERSIFIED CREDIT FUND 0.400000000% $1,000,000.00 001975-0004-25539144.3 XXXXXX XXXXXXX CAPITAL GROUP INC. 7.000000000% $17,500,000.00 MINION TRAIL LTD 0.083600000% $209,000.00 MPI (LONDON) LIMITED 0.246000000% $615,000.00 MT. WHITNEY SECURITIES, LLC 1.000000000% $2,500,000.00 TRANQUILIDADE DIVERSIFIED INCOME ICAV 2.000000000% $5,000,000.00 FOR VALUE RECEIVED, SUNDANCE ENERGY, INC., a Colorado Corporation, (the “Borrower”), hereby promises to pay to [Ÿ] (the “Lender”), at the principal office of any covenantXxxxxx Xxxxxxx Energy Capital Inc. (the “Administrative Agent”), agreement or obligation the principal sum equal to the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Existing Credit Agreement (as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, except and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, interest rate and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be recorded by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect the Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by the Lender of this Note. This Note is one of the Notes referred to in the Amended and Restated Term Loan Credit Agreement dated as of April 23, 2018 among the Parent, the Borrower, the Administrative Agent, and the lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Amended and Restated Term Loan Credit Agreement, as the same may be amended, restated, amended and restated, modified, or otherwise supplemented from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. If this Note is placed into the hands of an attorney for collection after default, or if all or any part of the indebtedness represented hereby is proved, established or collected in any court or in any bankruptcy, receivership, debtor relief, probate or other court proceedings, the Borrower agrees to pay all fees and expenses to the holder hereof as and to the extent required by the Credit Agreement in addition to the principal and interest payable hereunder. THIS NOTE SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. By: Name: Title: Sundance Energy, Inc., a Colorado corporation, (the “Borrower”), pursuant to Section 2.03 of the Amended and Restated Term Loan Credit Agreement dated as of April 23, 2018 (together with all amendments, restatements, amendments and restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Parent, the Borrower, Xxxxxx Xxxxxxx Energy Capital Inc., as Administrative Agent and the lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows:
(1) Aggregate amount of the requested Borrowing is $[ ];
(2) Date of such Borrowing is [ ], 20[ ]; and
(3) Location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04 of the Credit Agreement, is as follows: [] [] [] [] [] The undersigned certifies that any he/she is the [insert title of authorized officer] of the Borrower, and that as such covenanthe/she is authorized to execute this request on behalf of the Borrower. The undersigned further certifies, agreement represents and warrants on behalf of the Borrower, in the capacity described above and not in his or obligation her individual capacity, that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement. By: Name: Title: The undersigned hereby certifies that he/she is the [insert title of Financial Officer] of Sundance Energy Australia Limited (ACN 112 202 883), a company registered in South Australia, Australia (the “Parent”), and that as such he/she is authorized to execute this certificate on behalf of the Parent. With reference to the Amended and Restated Term Loan Credit Agreement dated as of April 23, 2018 (together with all amendments, restatements, amendments and restatements, supplements or other modifications thereto being the “Agreement”) among the Parent, Sundance Energy, Inc., a Colorado Corporation (the “Borrower”), Xxxxxx Xxxxxxx Energy Capital Inc., as Administrative Agent, and the lenders (the “Lenders”) which are or become a party thereto, the undersigned certifies on behalf of the Parent, and not in his or her individual capacity, as follows (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified): 1 There exists no longer set forth herein Default or Event of Default [or specify Default and describe]. 2 Attached hereto are the detailed computations necessary to determine whether the Parent and the Borrower is modified herebyin compliance with Section 9.01 of the Agreement as of the end of the fiscal quarter ending [ ].
Appears in 1 contract
Samples: Term Loan Credit Agreement (Sundance Energy Australia LTD)
Effect of Amendment and Restatement. The parties hereto agree thatUpon the Restatement Effective Date, upon this Agreement becoming effective pursuant to Section 3.1shall amend, the following shall be deemed to occur or exist automaticallyand restate as amended, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement (including any contingent amendments thereto), but shall be deemed not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to be Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, hereby shall be deemed to be a Letter of Credit issued continuing agreement among the parties, and outstanding hereunder all documents, instruments and (C) all outstanding “Term Loans” (as such term is defined agreements delivered pursuant to or in the Existing Credit Agreement) shall be repaid in full connection with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as not amended and restated by in connection with the entry of the parties into this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, each in accordance with its terms, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties date of delivery or such other date as contemplated by such document, instrument or agreement to the Lenders and same extent as if the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under modifications to the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive contained herein were set forth in an amendment to the execution and delivery Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement and shall continue in full force and effect for the benefit of the LendersAgreement, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. Reference is made to the Amended and Restated Credit Agreement dated as of May 3, 2011 (as amended from time to time, the “Credit Agreement”) among Avis Budget Car Rental, LLC, the Lenders and other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement. Each of the parties hereto hereby acknowledges and consents to the Sixth Amendment, dated as of March 4, 2013 (the “Amendment”) to the Credit Agreement and agrees with respect to each Loan Document to which it is a party:
(a) all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis after giving effect to the Amendment and its guarantee, if any, of the obligations, liabilities and indebtedness of the other Loan Document at any time prior to Parties under the Closing Date. This Credit Agreement shall not in any way release or impair extend to and cover the rights, duties, Obligations or Liens created [New Xxxxxxx X Xxxx Xxxxx][Xxxxxxxxxx Xxx Xxxxxxx X Term Loans under the Incremental Term Loan Increase] provided pursuant to the Existing Credit Agreement or any Amendment and interest thereon and fees and expenses and other “obligations in respect thereof and in respect of commitments related thereto; and
(b) all of the Liens and security interests created and arising under such Loan Document” as defined therein or affect the relative priorities of such Liens, Document remain in each case to the extent in full force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewithon a continuous basis, and all the perfected status and priority of each such rightsLien and security interest continues in full force and effect on a continuous basis, dutiesunimpaired, Obligations uninterrupted and Liens are assumedundischarged, ratified after giving effect to the Amendment, as collateral security for its obligations, liabilities and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent indebtedness under the Existing Credit AgreementAgreement and under its guarantees, nor constitute a waiver of any covenantif any, agreement or obligation in the Loan Documents, including, without limitation, the obligations under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebyAmendment.
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Effect of Amendment and Restatement. The parties hereto agree that, upon (a) Upon the execution and delivery of this Agreement becoming effective pursuant to Section 3.1Agreement, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” "Obligations" (as such term is defined in under the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Original Credit Agreement) shall be repaid continue in full with proceeds of a Revolving Loan to force and effect as Obligations hereunder, and shall now be made on governed by the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by set forth in this Agreement and the other Loan Documents. Such Obligations, together with any and all additional Obligations incurred by Borrower hereunder or under any of the other Loan Documents, shall continue to be secured by the "Collateral" (as defined in the Original Credit Agreement), as well as by all other Collateral. Borrower hereby reaffirms its obligations under each "Loan Document" (as defined in the Original Credit Agreement, collectively, the "Original Loan Documents") to which it is party, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents being executed and delivered on the Restatement Closing Date, . Borrower further agrees that each such Original Loan Document shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive effect following the execution and delivery of this Agreement and that all references to the "Credit Agreement" in such Original Loan Documents shall continue in full force be deemed to refer to this Agreement.
(b) Upon the execution and effect delivery of this Agreement, (i) certain of the Original Lenders are assigning a portion of their Revolving Loans and Revolving Loan Commitments to certain Lenders and (ii) several new Lenders are assuming Revolving Loan Commitments and providing new Revolving Loans hereunder. The Commitments of each Lender under this Agreement, as of the Restatement Closing Date, are set forth on Annex J hereto. The "Commitments" of the Original Lenders, immediately prior to the effectiveness of this Agreement, are set forth on Annex K hereto. On the Restatement Closing Date, each Lender agrees to purchase and sell from each other Lender, as necessary, such portions of the Revolving Loan Commitments and the outstanding Revolving Loans as are necessary so that immediately after the effectiveness of this Agreement, and the completion of such purchases and sales, each Lender has the Commitments and the outstanding Loans set forth on Annex J. Notwithstanding the foregoing, Borrower, Lenders and Agent hereby agree that any and all accrued and unpaid interest on the "Loans" under, and as such term is defined in, the Original Credit Agreement, together with any and all accrued and unpaid fees, charges and expenses owing under the Original Credit Agreement, shall be due and payable for the pro rata benefit of the Lenders, Original Lenders on the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebydate hereof.
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Effect of Amendment and Restatement. The parties hereto agree that, upon this Upon the ----------------------------------- effectiveness of the amendment and restatement of the Original Credit Agreement becoming effective in the form hereof pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: 4.01:
(ia) the Existing Original Credit Agreement shall be deemed to (including all Exhibits and Schedules thereto) will be amended and restated in its entirety as set forth herein; and
(b) all Loans outstanding under the Original Credit Agreement as of the Amendment Effective Date shall continue to remain outstanding hereunder, without affecting the Interest Period of any outstanding Borrowing; provided that the amendment and restatement of the Original Credit Agreement in -------- the form hereof shall not affect the Borrower's obligations accrued in respect of any principal, interest, fees or other amounts under the Original Credit Agreement, discharge or release the Lien under any Security Document, constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, or be deemed to evidence or constitute repayment of all or any portion of any such obligations or liabilities. Unless and until the Amendment Effective Date occurs as provided herein, the Original Credit Agreement shall remain in effect and shall not be affected by this Agreement; provided, however, -------- ------- that the amendment to Section 2.12(a) pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (amendment and restatement shall become effective as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebyin Section 4.01.
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Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.12.1, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (ia) the Existing revolving credit commitments available under the Original Credit Agreement Agreements will be restated and reduced in accordance with the terms hereof and $78,750,000 of the term loans outstanding under the Original Credit Agreements shall be deemed to be amended and restated Term Loans hereunder in its entirety pursuant to this Agreementaccordance with the terms hereof; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iiib) all terms and conditions of the Existing Original Credit Agreement Agreements and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto to Lenders and Agent; (c) the terms and conditions of the Original Credit Agreements shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the Lenders rights, duties and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the among Borrowers, Lenders, the Administrative Agent, Collateral Agent and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to Agent accruing from and after the Closing Date. This ; (d) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement Agreements or any other “Loan Document” Document (as defined therein therein) or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by each Borrower; (e) all indemnification obligations of the Borrower. The Credit Parties under the Original Credit Agreements and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders, Agent, and any other Person indemnified under the Original Credit Agreements or any other Loan Document at any time prior to the Closing Date; (e) the Obligations incurred under the Original Credit Agreements shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or 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; (f) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Original Credit AgreementAgreements, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit AgreementAgreements, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (g) any and all references in the Loan Documents to the Original Credit Agreements shall, without further action of the parties, be deemed a reference to the Original Credit Agreements, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter.
Appears in 1 contract
Samples: Credit Agreement (Northland Cable Properties Seven Limited Partnership)
Effect of Amendment and Restatement. The parties hereto agree thatThis Agreement is intended to and does completely amend and restate, upon this Agreement becoming effective pursuant without novation, that certain Term Loan Guarantee and Collateral Agreement, dated October 25, 2013, by the Grantors party thereto in favor of the Collateral Agent (as amended or supplemented prior to Section 3.1the date hereof, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) “Original Guarantee and Collateral Agreement”). Notwithstanding the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated modifications effected by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders representations, warranties and the Administrative Agent; and (iv) all indemnification obligations covenants of the Loan Parties under Grantors and Guarantors contained in the Existing Credit Original Guarantee and Collateral Agreement, the Grantors and Guarantors acknowledge and agree that any causes of action or other rights created in favor of the Collateral Agent and its successors arising out of the representations, warranties and covenants of the Grantors and/or Guarantors party thereto contained in or delivered in connection with the Original Guarantee and Collateral Pledge Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement. All indemnification obligations of the Grantors and Guarantors pursuant to the Original Guarantee and Collateral Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Original Guarantee and Collateral Agreement pursuant to this Agreement. Notwithstanding anything herein or in any other Loan Document to the contrary, the parties hereto expressly acknowledge that it is not their intention that the Fourth Amendment to the Credit Agreement, this Agreement or any of the other Loan Documents executed or delivered pursuant to the Fourth Amendment to the Credit Agreement constitute a novation of any of the obligations, covenants or agreements contained in the Original Guarantee and Collateral Agreement or any other Loan Document, but rather constitute a modification thereof or supplement thereto pursuant to the terms contained therein and herein. The Original Guarantee and Collateral Agreement and the other Loan Documents, in each case as amended, modified or supplemented hereby and by the Fourth Amendment to the Credit Agreement, shall continue be deemed to be continuing agreements among the parties thereto, and all documents, instruments, and agreements delivered, as well as all Liens created, pursuant to or in connection with the Original Guarantee and Collateral Agreement and the other Loan Documents shall remain in full force and effect for effect, each in accordance with its terms (as amended, modified or supplemented by the benefit of Fourth Amendment to the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby).
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Samples: Abl Guarantee and Collateral Agreement (Neiman Marcus Group LTD LLC)
Effect of Amendment and Restatement. (a) On and as of the Closing Date, the Existing Loan Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: that (i) this Agreement and the Existing Credit Agreement shall be deemed to be amended other Loan Documents, whether executed and restated delivered in its entirety pursuant to this Agreement; (ii) (A) all outstanding connection herewith or otherwise, do not constitute a novation, payment or reborrowing, or termination of the “Revolving LoansObligations” (as such term is defined in the Existing Loan Agreement) as in effect prior to the Closing Date and (ii) such “Obligations” are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement. Each reference to the “Credit Agreement), if any, shall be repaid ” or “Loan Agreement” in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, any Loan Document shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in reference to the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement hereby.
(b) Each of the Borrower and the other Holdings hereby confirms that each Loan Documents being executed Document to which it is a party or otherwise bound and delivered on the Closing Date, shall be and remain in full force and effectall Collateral encumbered thereby will continue to guarantee or secure, as so amended the case may be, to the fullest extent possible in accordance with the Loan Documents, the payment and restated, and shall constitute the legal, valid, binding and enforceable obligations performance of all “Obligations” under each of the Loan Parties Documents to which it is a party (in each case as such terms are defined in the Lenders applicable Loan Document).
(c) Each of the Borrower and the Administrative Agent; Holdings acknowledges and agrees that (ivi) all indemnification obligations any of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and Documents to which it is a party or is otherwise bound shall continue in full force and effect for and that all of its obligations thereunder shall be valid, enforceable, ratified and confirmed in all respects and shall not be impaired or limited by the benefit execution or effectiveness of this Agreement, and (ii) all security interests (including hypothecs) created under any of the Lenders, Security Documents shall continue in full force and effect pursuant to the Administrative Agent, and any other Person indemnified under terms of such Security Document.
(d) Each Lender severally agrees to continue its “Revolving Facility Loans” (as defined in the Existing Credit Agreement or Loan Agreement) (such other Loan Document at any time loans, collectively, “Existing Revolving Loans”) outstanding immediately prior to the Closing Date. This Agreement shall not in any way release or impair effectiveness of the rights, duties, Obligations or Liens created pursuant to amendment and restatement of the Existing Credit Loan Agreement or any other “Loan Document” on the Closing Date as defined therein or affect the relative priorities of such LiensRevolving Facility Loans hereunder, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of Date such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of Existing Revolving Loans shall be automatically deemed to constitute Revolving Facility Loans outstanding under this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.
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Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.12.1, from and after the following Closing Date: (a) the Revolving Loan Commitments shall be deemed to occur or exist automaticallyadjusted in accordance with the terms hereof, without further action by any party hereto or otherwise: (i) and the Existing "Term Loans" outstanding under the Original Credit Agreement shall be deemed to be amended a portion of the Term Loan and restated in its entirety pursuant to this Agreementcontinue outstanding hereunder; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iiib) all terms and conditions of the Existing Original Credit Agreement and any other “"Loan Document” " as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto to Lenders and Agent; (c) the terms and conditions of the Original Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Borrower, Lenders and the Administrative Agent; Agent accruing from and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to after the Closing Date. This ; (d) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The ; (e) all indemnification obligations of the Credit Parties under the Original Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders, Agent, and any other Person indemnified under the Original Credit Agreement or any other Loan Document at any time prior to the Closing Date; (e) the Obligations incurred under the Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or 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; (f) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (g) any and all references in the Loan Documents to the Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter.
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Effect of Amendment and Restatement. The parties hereto agree that, upon this This Agreement becoming effective pursuant to Section 3.1, amends and restates the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing First Amended and Restated Credit Agreement shall be deemed to be amended and restated in its entirety pursuant entirety; provided, however, that the provisions of the Original Credit Agreement and the First Amended and Restated Credit Agreement and the other Credit Documents relating to this Agreement; indemnification or payment of fees, costs and expenses for the benefit of the Agent and the Lenders (ii) (A) all outstanding “Revolving Loans” (in each case, as such term is defined in the Existing Original Credit Agreement or the First Amended and Restated Credit Agreement, as the case may be), if anyincluding, shall be repaid in fullwithout limitation, (B) each outstanding “Letter the provisions of Credit” (as such term is defined in the Existing Credit AgreementSECTIONS 2.11(a), if any2.11(b), shall be deemed to be a Letter of Credit issued 2.12, 2.13, 2.18(H), 9.7, 10.6 and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions 10.7 of the Existing Original Credit Agreement and any other “Loan Document” as defined thereinthe First Amended and Restated Credit Agreement, as amended and restated by shall survive the effectiveness of this Agreement and the other Loan Documents being executed amendment and delivered on restatement of the Closing First Amended and Restated Credit Agreement effected hereby; provided, further, however, that the First Amended and Restated Credit Agreement remains in full force and effect until the Amendment Effective Date, shall be and remain the First Amended and Restated Credit Agreement remains in full force and effect, as so amended and restatedby this Credit Agreement, after the Amendment Effective Date. Upon the effectiveness of this Agreement, (i) all Existing Loans (if any) shall be deemed to be Revolving Credit Loans hereunder, shall be evidenced by the Revolving Credit Notes and shall constitute the legal, valid, binding and enforceable obligations be entitled to all of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery benefits of this Agreement and shall continue in full force the other Loan Documents, and effect for the benefit (ii) all other Loan Documents, instruments, certificates, financial statements and other documents executed or delivered by or on behalf of the Lenders, Borrower or any of its Subsidiaries pursuant to the Administrative Agent, First Amended and any other Person indemnified under the Existing Restated Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power be deemed to have been executed or remedy of delivered pursuant to the Existing Lenders or the Administrative Agent under the Existing First Amended and Restated Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit as amended by this Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.
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Effect of Amendment and Restatement. The parties hereto agree that, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on On the Closing Date; , upon the satisfaction or waiver of the conditions set forth in Section 3 hereof, the indebtedness, obligations and other liabilities (iiiincluding, without limitation, interest and fees accrued to the Closing Date) all governed by the Third Amended Loan Agreement (collectively, the "Prior Obligations") shall continue to be in full force and effect, but shall be governed by the terms and conditions set forth in this Agreement. The provisions in the Third Amended Loan Agreement relating to security and collateral matters shall also continue to be in full force and effect, but shall be governed by the terms and conditions set forth in the Guaranty and Security Agreement. The provisions in the Guarantee dated as of September 22, 2004 executed by Parent in favor of Agent shall also continue to be in full force and effect, but shall be governed by the Existing Credit Agreement terms and conditions set forth in the Guaranty and Security Agreement. The Prior Obligations, together with any other “Loan Document” as defined therein, as amended and restated all additional Obligations incurred by this Agreement Borrower and Parent hereunder or under any of the other Loan Documents being executed Documents, shall continue to be secured by all of pledges and delivered grants of Liens provided in connection with the Third Amended Loan Agreement and related agreements, instruments and documents (and, on and after the Closing Date, shall be secured by all of the pledges and grants of Liens provided in connection with this Agreement, the Guaranty and Security Agreement and the other Loan Documents). Each of Borrower and Parent hereby reaffirms, as of the Closing Date, its obligations under each Financing Agreement (as defined in the Original Loan Agreement, collectively, the "Original Financing Agreements") to which it is party, as amended, supplemented or otherwise modified by (i) the First Amended Loan Agreement and by the other Financing Agreements (as defined in the First Amended Loan Agreement, collectively, the "First Amended Financing Agreements"), (ii) the Second Amended Loan Agreement and by the other Financing Agreements (as defined in the Second Amended Loan Agreement; collectively the "Second Amended Financing Agreements"), (iii) the Third Amended Loan Agreement and by the other Loan Documents (as defined in the Third Amended Loan Agreement; collectively, the "Third Amended Financing Agreements") and (iv) this Agreement, the Guaranty and Security Agreement and by the other Loan Documents delivered on or before the Closing Date. Each of Borrower and Parent further agrees that each such Original Financing Agreement, each such First Amended Financing Agreement, each such Second Amended Financing Agreement and each such Third Amended Financing Agreement shall remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive effect following the execution and delivery of this Agreement and the occurrence of the Closing Date, and that all references to the "Loan and Security Agreement" in such Original Financing Agreements, First Amended Financing Agreements, Second Amended Financing Agreements or Third Amended Financing Agreements shall thereafter be deemed to refer to this Agreement and/or the Guaranty and Security Agreement, as the context requires. The execution and delivery of this Agreement and the certain Reaffirmation of Loan Documents of even date herewith, and the occurrence of the Closing Date, shall constitute an amendment, replacement and restatement, but not a novation or repayment, of the Prior Obligations, which Prior Obligations shall continue in full force and effect for and shall be governed by the benefit terms of the Lenders, the Administrative Agent, this Agreement on and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to after the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.
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Effect of Amendment and Restatement. The parties hereto agree that(a) As of the Closing Date, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid and “Revolving Commitments” (as defined in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and Agreement) immediately prior to the Closing Date shall automatically, without any other “Loan Document” as defined thereinaction on the part of any Person, as amended and restated by be designated for all purposes of this Agreement and the other Loan Documents being executed as Revolving Credit Commitments. The Administrative Agent shall mark the Register accordingly to provide for such designation of the existing loans that are “Revolving Loans” (as defined in the Existing Credit Agreement) and delivered on “Revolving Commitments” (as defined in the Existing Credit Agreement) among the Lenders in this Agreement according to their proportionate shares thereof, as applicable. On the Closing Date, the commitments of each such Exiting Lender shall be and remain in full force and effectterminated, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties outstanding amounts due under the Existing Credit Agreement and any the other Loan Documents (as defined in the Existing Credit Agreement) to such Exiting Lender on the Closing Date shall be paid in full, and each Exiting Lender (i) shall cease to be a Lender under the Existing Credit Agreement and (ii) shall not be a Lender under this Agreement, and each Lender under this Agreement shall not have been deemed to assume the commitments of the Lenders under the Existing Credit Agreement.
(b) Each of the Loan Parties hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of all “Obligations” under each of the Loan Documents to which it is a party (in each case as such terms are defined in the applicable Loan Document” as defined therein shall survive ). Each of the execution Loan Parties acknowledges and delivery agrees that (i) any of this Agreement and the Loan Documents to which it is a party or is otherwise bound shall continue in full force and effect for and that all of its obligations thereunder shall be valid, enforceable, ratified and confirmed in all respects and shall not be impaired or limited by the benefit execution or effectiveness of this Agreement, and (ii) all security interests created under any of the Lenders, Collateral Documents shall continue in full force and effect pursuant to the Administrative Agent, terms of such Collateral Document.
(c) Each Rollover Lender severally agrees to exchange its “Term Loans” (as defined in the Existing Credit Agreement) outstanding immediately prior to the effectiveness of the amendment and any other Person indemnified under restatement of the Existing Credit Agreement or such other Loan Document at any time prior to on the Closing Date. This Agreement shall not in any way release or impair the rightsDate for Initial Term Loans hereunder, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of Date shall be automatically deemed to constitute Initial Term Loans outstanding under this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.
Appears in 1 contract
Samples: Credit Agreement (Allison Transmission Holdings Inc)
Effect of Amendment and Restatement. (a) On and as of the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that, upon that (i) this Agreement becoming effective pursuant and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment or reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement) as in effect prior to Section 3.1, the following Effective Date and (ii) such “Obligations” are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement. Each reference to the “Credit Agreement” in any Loan Document shall be deemed to occur be a reference to this Agreement.
(b) The Borrower and the Guarantor hereby confirm that each Loan Document to which it is a party or exist automaticallyotherwise bound and all Pledged Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of all Secured Obligations under each of the Loan Documents to which it is a party. The Borrower and the Guarantor acknowledge and agree that (i) any of the Loan Documents to which it is a party or is otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid, enforceable, ratified and confirmed in all respects and shall not be impaired or limited by the execution or effectiveness of this Agreement and (ii) all security interests created under any of the Security Documents shall continue in full force and effect pursuant to the terms of such Security Documents.
(c) If, immediately prior to the Effective Date, there are any Revolving Loans outstanding under the Existing Credit Agreement (the “Existing Revolving Loans”), such Existing Revolving Loans shall, on the Effective Date, be prepaid from the proceeds of additional Revolving Loans hereunder (deemed to be made after giving effect to this Agreement), which prepayment shall be accompanied by accrued interest on the Existing Revolving Loans and any costs incurred by any “Lender” (as defined in the Existing Credit Agreement) in accordance with Section 2.16 of the Existing Credit Agreement, such that after giving effect to such prepayment and such new Revolving Loans, all Revolving Loans will be held by the Lenders ratably in accordance with their Applicable Percentages hereunder.
(d) On the Effective Date, without further action by any party hereto (including the delivery of a notice of the issuance of a Letter of Credit pursuant to Section 2.06 or otherwise: any consent of, or confirmation by or to, the Administrative Agent), (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement)) listed on Schedule 9.19 hereto that was issued by an Issuing Bank (such letters of credit, if anycollectively, “Existing Letters of Credit”) shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and outstanding hereunder shall be subject to the terms and conditions hereof as if each such Existing Letter of Credit were issued by the applicable Issuing Bank pursuant to this Agreement and (Cii) each Issuing Bank that has issued an Existing Letter of Credit shall be deemed to have granted each Revolving Lender, and each Revolving Lender shall be deemed to have acquired from such Issuing Bank, on the terms and conditions of Section 2.06 hereof, for such Lender’s own account and risk, an undivided interest and participation in such Issuing Bank’s obligations and rights under each such Existing Letter of Credit equal to such Lender’s Applicable Percentage of the face amount of such Letter of Credit (including all outstanding obligations of the Borrower for whose account such Letter of Credit was issued and any security or guaranty pertaining thereto).
(e) Each party hereto that was a “Term LoansLender” (as such term is defined in the Existing Credit Agreement) shall be repaid with “Commitments” (as defined in full with proceeds of a Revolving Loan the Existing Credit Agreement) outstanding immediately prior to be made on the Closing Date; (iii) all terms Effective Date hereby consents to the amendment and conditions restatement of the Existing Credit Agreement in its entirety and any other “Loan Document” as defined therein, as amended and restated by in accordance with this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations Section 9.02 of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.
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Effect of Amendment and Restatement. The parties hereto agree that, upon this (a) This Agreement becoming effective pursuant to Section 3.1, does not constitute a novation of the following shall be deemed to occur obligations and liabilities under the Existing Credit Agreement or exist automatically, without further action by evidence repayment or termination of any party hereto or otherwise: such obligations and liabilities.
(b) On the Closing Date,
(i) each Commitment (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be deemed to be amended continued under this Agreement and restated in its entirety pursuant to this Agreement; not novated;
(ii) (A) this Agreement, each of the other Loan Documents and all outstanding “Revolving Loans” other ancillary documents executed in connection herewith and therewith shall supersede and replace in their entirety the Existing Credit Agreement, each other Loan Document (as such term is defined in the Existing Credit Agreement), if any, ) and all ancillary documents executed in connection therewith and all such superseded agreements and ancillary documents shall be repaid in fullof no further force and effect, except for provisions thereof that by their terms survive termination of such agreements and ancillary documents;
(Biii) each outstanding “Letter of Credit” the parties hereto acknowledge and agree that the Liens created by the Mortgages (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued ) and outstanding hereunder and (C) all outstanding “Term Loans” the Security Instruments (as such term is defined in the Existing Credit Agreement) shall be repaid carried forward and evidenced by the Mortgages and Security Instruments and have not been released or impaired in full with proceeds of a Revolving Loan any way; and
(iv) JPMorgan Chase Bank, N.A. will cease to be made on the Issuing Bank.
(c) For avoidance of doubt, all participations and other indebtedness, obligations and liabilities outstanding under the Existing Credit Agreement immediately prior to the Closing Date; (iii) all terms Date shall continue to constitute participations, and conditions other indebtedness, obligations and liabilities under this Agreement. It is the intent of the parties hereto that this Agreement amends, restates and supersedes in its entirety the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and re-evidences the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders Borrower and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties outstanding thereunder.
(d) Each party hereto hereby waives any requirements for notice and consent required to give effect to such reallocations referenced in the foregoing Section 12.20(c) and in Section 12.21(a).
(e) the Lenders hereby authorize and direct JPMorgan Chase Bank, N.A. as Administrative Agent under the Existing Credit Agreement (in such capacity “JPMorgan Chase”) to execute and deliver such instruments and documents as JPMorgan Chase deems appropriate to assign and transfer any and all collateral under the Existing Credit Agreement and any other “the Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior Documents to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit this Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Goodrich Petroleum Corp)
Effect of Amendment and Restatement. The parties hereto agree thatOn the Second Amendment and Restatement Date, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to by this Agreement; . The parties hereto acknowledge and agree that (iii) (A) all outstanding “Revolving Loans” (as such term is defined this Agreement and the other Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the Existing Credit Agreement)obligations, if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued security interests and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of Liens under the Existing Credit Agreement and any other “Loan Document” Credit Documents as defined thereinin effect immediately prior to the Second Amendment and Restatement Date, which remain outstanding and in effect and (ii) such obligations, security interests and Liens (as amended and restated hereby) are in all respects continuing. The Company, by its execution of this Agreement, (a) confirms its obligations to the Secured Parties with respect to the Secured Obligations, (b) confirms that its obligations under the Existing Credit Agreement as amended hereby are entitled to the benefits of the pledges and guarantees, as applicable, set forth in the other Loan Documents being executed Credit Documents, and delivered on (c) agrees that the Closing DateExisting Credit Agreement as amended hereby is the "Credit Agreement" under and for all purposes of the Credit Documents. Each Credit Risk Party, by its execution of this Agreement, hereby confirms that the Secured Obligations shall be and remain in full force and effect, as so amended and restatedsuch Secured Obligations shall continue to be entitled to the benefits of the grant set forth in the Credit Documents. Each Credit Risk Party, by its execution of this Agreement, hereby confirms and agrees that references to the Credit Agreement in each of the Credit Documents is and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant be a reference to the Existing Credit Agreement as amended and restated hereby (and as this Agreement is further amended, modified, supplemented, waived, restated, amended and restated, replaced or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case otherwise modified from time to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrowertime). The executionCompany and the Administrative Agent hereby direct the Collateral Agent, delivery the Securities Intermediary and effectiveness the Collateral Administrator to execute this Agreement and the terms hereof; and the Company and the Administrative Agent hereby acknowledge and agree that the exculpatory, indemnification and other provisions of Section 9 of this Agreement shall not operate as a waiver of any right, power or remedy of apply to the Existing Lenders or Company and the Administrative Agent under with respect to their acknowledgement of this Agreement and the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebyterms hereof.
Appears in 1 contract
Samples: Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.1, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (ia) all Revolving Credit Commitments (as defined in the Existing Original Credit Agreement Agreement) shall be deemed to be amended Revolving Credit Commitments hereunder and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” Term Loans (as such term is defined in the Existing Original Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing DateLoans hereunder; (iiib) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties party thereto to the Lenders and the Administrative Agent; (c) the terms and (iv) all indemnification obligations conditions of the Loan Parties under the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and any other “Loan Document” as defined therein shall survive obligations among the execution Borrowers, Lenders and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, Agent accruing from and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to after the Closing Date. This ; (d) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The Borrowers; (e) to the extent expressly provided for in the Original Credit Agreement, all indemnification obligations of the Loan Parties under the Original Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders, the Administrative Agent, and any other Person indemnified under the Original Credit Agreement or any other Loan Document at any time prior to the Closing Date; (f) the Obligations incurred under the Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or 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; (g) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (h) any and all references in the Loan Documents to the Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter and (i) any and all references in the Loan Documents to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Closing Date.
Appears in 1 contract
Effect of Amendment and Restatement. (a) The parties hereto agree Borrower, the Administrative Agent and the Lenders hereby agrees that, upon this Agreement becoming effective pursuant to Section 3.1, as of the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: Closing Date (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain hereby are amended, superseded and restated in full force their entirety by the terms and effectconditions of this Agreement, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and (ii) neither the Administrative Agent; and (iv) all indemnification , any Lender nor the Borrower shall have any obligations of the Loan Parties under the Existing Credit Agreement except to the extent that any such obligations may be restated in this Agreement or the other Loan Documents and any other “Loan Document” as defined therein shall survive (iii) the execution and delivery of this Agreement and shall continue in full force and effect for the benefit not constitute or effect, or be deemed to constitute or effect, a novation, refinancing or extinguishment of any of the Lenders, the Administrative Agent, and any other Person indemnified under "Obligations" (as defined in the Existing Credit Agreement). The Borrower reaffirms, acknowledges and agrees that each of the Loan Documents described in Schedule 10.20 to this Agreement or such other (the "Existing Loan Document at any time prior to Documents") is the Closing Date. This Agreement shall not in any way release or impair valid, binding and enforceable obligation of each of the rights, duties, Obligations or Liens created pursuant Loan Parties party thereto.
(b) All references to the Existing Credit Agreement or any other “and the Existing Loan Document” Documents in such documents shall be construed as defined therein or affect the relative priorities of such Liens, in each case references to this Agreement and to the extent in force correlative terms hereof and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered Loan Documents. Each of the parties hereto agrees that the grant of security interests in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of Collateral pursuant to Security Documents under this Agreement is not intended to, nor shall not operate it be construed, as constituting a waiver release of any right, power or remedy of the Existing Lenders or prior security interest granted to the Administrative Agent under the Existing Credit AgreementLoan Documents but, nor rather, is intended to constitute a waiver restatement and confirmation of prior security interests together with a grant of a security interest in such additional Collateral as may be contemplated by the Loan Documents.
(c) On the Closing Date, and without regard to any covenantprovisions of Section 10.07 above to the contrary, agreement or obligation Lenders holding loans and risk participations in letters of credit under the Existing Credit Agreement shall concurrently make assignments, and Lenders shall make purchases, thereof in amounts such that, after giving effect thereto, all Loans and risk participations under this Agreement are held by the Lenders proportionately as contemplated by this Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.1, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (ia) all Revolving Credit Advances and Revolving Commitments (as defined in the Existing 2008 Credit Agreement Agreement) shall be deemed to be amended Revolving Credit Advances and restated in its entirety pursuant to this AgreementRevolving Commitments, respectively; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iiib) all terms and conditions of the Existing 2008 Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties party thereto to the Lenders and the Administrative Agent; (c) the terms and (iv) all indemnification obligations conditions of the Loan Parties under the Existing 2008 Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and any other “Loan Document” as defined therein shall survive obligations among the execution Borrowers, Lenders and delivery of this Agreement the Agent accruing from and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to after the Closing Date. This ; (d) this Agreement shall not in any way release or impair the rights, duties, Lender Obligations or Liens created pursuant to the Existing 2008 Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Lender Obligations and Liens are assumed, ratified and affirmed by the Borrower. The Loan Parties; (e) to the extent expressly provided for in the 2008 Credit Agreement, all indemnification obligations of the Loan Parties under the 2008 Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders, the Agent, and any other Person indemnified under the 2008 Credit Agreement or any other Loan Document at any time prior to the Closing Date; (f) the Lender Obligations incurred under the 2008 Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Lender Obligations or any of the other rights, duties and obligations of the parties hereunder; (g) the execution, delivery and effectiveness of this Agreement shall not operate as (i) a waiver of any Default or Event of Default (each as defined on the 2008 Credit Agreement) under the 2008 Credit Agreement or a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing 2008 Credit Agreement, nor Agreement or (ii) constitute a waiver of any covenant, agreement or obligation under the Existing 2008 Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby, or; (h) any and all references in the Loan Documents other than this Agreement, the Security Agreement and the Pledge Agreement to the 2008 Credit Agreement shall, without further action of the parties, be deemed a reference to the 2008 Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter and (i) any and all references in the Loan Documents to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Closing.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Gerber Scientific Inc)
Effect of Amendment and Restatement. The parties hereto agree thatThis Agreement amends and restates the Original Credit Agreement in its entirety; provided, upon however, that the provisions of the December 1996 Credit Agreement, the March 1998 Credit Agreement and the Original Credit Agreement relating to indemnification or payment of fees, costs and expenses for the benefit of the Agent and the Lenders (in each case, as defined in the December 1996 Credit Agreement, the 120 March 1998 Credit Agreement and the Original Credit Agreement, as the case may be), including, without limitation, the provisions of SECTIONS 2.11(A), 2.11(B), 2.12, 2.13, 2.18(H), 9.7, 10.6 and 10.7 of the December 1996 Credit Agreement, the March 1998 Credit Agreement and the Original Credit Agreement shall survive the effectiveness of this Agreement becoming effective pursuant to Section 3.1and the amendment and restatement of the Original Credit Agreement effected hereby; provided, further, however, that the following shall be deemed to occur or exist automaticallyOriginal Credit Agreement remains in full force and effect until the Amendment Effective Date, without further action and the Original Credit Agreement remains in full force and effect, as amended by any party hereto or otherwise: this Credit Agreement, after the Amendment Effective Date. Upon the effectiveness of this Agreement, (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” Loans (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Original Credit Agreement), if any, shall be deemed to be a Letter of Revolving Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) Loans hereunder, shall be repaid in full with proceeds of a evidenced by the Revolving Loan Credit Notes and shall be entitled to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by benefits of this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedDocuments, and shall constitute the legal(ii) all other Loan Documents, validinstruments, binding certificates, financial statements and enforceable obligations other documents executed or delivered by or on behalf of the Loan Parties Borrower or any of its Subsidiaries pursuant to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Original Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power be deemed to have been executed or remedy of delivered pursuant to the Existing Lenders or the Administrative Agent under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing as amended by this Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: 13.1:
(ia) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Loan Facility Agreement and any other “Loan Document” shall be amended as defined thereinset forth herein and, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Dateso amended, shall be and remain restated in full force and effecttheir entirety, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties but only with respect to the Lenders rights, duties and obligations between Sponsor, Servicer and Participants accruing from and after the Administrative Agent; and Effective Date;
(ivb) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens obligations created pursuant to the Existing Credit Loan Facility Agreement or and any other “Loan Document” as defined therein Operative Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, Effective Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens obligations are assumed, ratified and affirmed by Sponsor;
(c) all indemnification obligations of Sponsor under the Borrower. The executionExisting Loan Facility Agreement and any other Operative Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Servicer, delivery each Participant and effectiveness any other Person indemnified under the Existing Loan Facility Agreement or any other Operative Document at any time prior to the Effective Date;
(d) all Existing Loans, Existing Loan Commitments and Existing Notes shall, to the extent outstanding on the Effective Date, be deemed to be Loans, Loan Commitments and Notes, respectively, 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 operate as constitute a waiver refinancing, substitution or novation of such Loans, Loan Commitments and Notes, or any right, power or remedy of the Existing Lenders or other rights, duties and obligations of the Administrative Agent under parties hereunder; and
(e) any and all references to the Existing Credit Loan Facility Agreement shall, without further action of the parties, be deemed a reference to the Existing Loan Facility Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit as amended and restated by this Agreement, except and as this Agreement shall be further amended or amended and restated from time to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebytime hereafter.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon the effectiveness of this Agreement becoming effective pursuant to Section 3.1SECTION 2.01, from and after the following shall be deemed to occur or exist automaticallyEffective Date:
(a) except as expressly set forth herein, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, effect and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties Borrower to the Lenders and the Administrative Agent; (b) the terms and (iv) all indemnification obligations conditions of the Loan Parties under the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lendersobligations among Borrower, the Lenders and the Administrative Agent, Agent accruing from and any other Person indemnified under after the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Effective Date. This ; (c) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, Effective Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by Borrower; (d) all indemnification obligations of Borrower under the Borrower. The Original Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, the Syndication Agent and any other Person indemnified under the Original Credit Agreement or any other Loan Document at any time prior to the Effective Date (including, without limitation, to the extent set forth in Sections 1.14 and 9.05 of the Original Credit Agreement as in effect immediately prior to the Effective Date); (e) the Obligations incurred under the Original Credit Agreement shall, to the extent outstanding on the Effective Date, 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; (f) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (g) any and all references in the Loan Documents to the Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.12.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended from and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on after the Closing Date: (a) the Revolving Loan Commitments shall be restated as set forth in Annex J (which restatement shall include any Revolving Loan Commitments of assignees referred to in Section 2.1(a)(ii)); (iiib) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on or as of the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium and other laws relating to the enforcement of creditors’ rights and by general principles of equity (whether considered at law or in equity); (c) the terms and conditions of the Original Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety; provided that any rights, duties and obligations among Borrowers, Lenders and Agent accruing before the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties Closing Date under the Existing Original Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of in their entirety unless specifically amended hereunder; (d) this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified amended hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by Borrowers; (e) all indemnification obligations of the Borrower. The Credit Parties under the Original Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders, Agent, and any other Person indemnified under the Original Credit Agreement or any other Loan Document at any time prior to the Closing Date; (f) the Obligations incurred under the Original Credit Agreement, including, without limitation, in respect of principal, interest, reimbursement obligations for Letters of Credit, expenses and fees, shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or 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; (g) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified amended hereby; (h) any and all references in the Loan Documents to the Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter; (i) any and all references in the Loan Documents that were executed or delivered on or after the Original Closing Date but prior to the First Restatement Date to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Original Closing Date, and any and all references in the Loan Documents that were executed and delivered on or after First Restatement Date but prior to the Second Restatement Date to the “Closing Date” shall, without further action of the parties, be deemed a reference to the First Restatement Date, and any and all references in the Loan Documents that were executed and delivered on or after the Second Restatement Date but prior to the date hereof to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Second Restatement Date, and (j) all security interests created under the Original Credit Agreement and the other Loan Documents executed prior to the date hereof continue to be in full force and effect after giving effect to the consummation of this Agreement.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree that(a) Upon the Closing Date, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit this Agreement shall be deemed to be amended amend, and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (restate as such term is defined in amended, the Existing Credit Agreement), if any, but shall be repaid not constitute a novation thereof or in full, any way impair or otherwise affect the rights or obligations of the parties thereunder (Bincluding with respect to Loans and representations and warranties made thereunder) each outstanding “Letter of Credit” except as such rights or obligations are amended or modified hereby and (ii) the Commitments (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid provided for in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement shall cease to be in effect and any other “Loan Document” as defined therein, shall be replaced in full by the Commitments pursuant to this Agreement. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among 106 the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto.
(b) Upon the Closing Date, the Existing Revolving Credit Loans shall automatically, without any action on the part of any Person, be designated for all purposes of this Agreement and the other Loan Documents being executed as Revolving Credit Loans, and delivered the Closing Date Existing Letters of Credit shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement. The Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure in respect of the Existing Revolving Credit Loans and the Existing Letters of Credit as are necessary in order that each such Lendxx’x Xutstanding Revolving Credit Obligations hereunder on the Closing Date reflects such Lendxx’x Xggregate Exposure Percentage on the Closing Date. On the Closing Date, the commitments of each Exiting Lender under the Existing Credit Agreement shall be and remain in full force and effectterminated, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties outstanding amounts due under the Existing Credit Agreement and any the other “Loan Document” Documents (as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or Agreement) to such other Loan Document at any time prior to Exiting Lender on the Closing Date. This Agreement Date shall be paid in full, and each Exiting Lender shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit be a Lender under this Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in (it being understood that each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of Lender under this Agreement shall not operate as a waiver of any right, power or remedy have been deemed to assume the commitments of the Existing Exiting Lenders or the Administrative Agent under the Existing Credit Agreement). Concurrently therewith, nor constitute a waiver the Lenders shall be deemed to have adjusted their participation interests in any outstanding Letters of any covenantCredit so that such interests are held ratably in accordance with their Commitments as set forth in Exhibit A hereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, agreement or obligation under the Existing Credit Agreement, except pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebytransactions effected pursuant to this Section 11.20(b).
Appears in 1 contract
Samples: Credit Agreement (Autonation, Inc.)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon the effectiveness of this Agreement becoming effective on the Closing Date pursuant to Section 3.15.01: (a) the terms and conditions of the Original Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations between the Lenders, the following shall be deemed to occur or exist automaticallyAgent, without further action by any party hereto or otherwise: the Agent and Borrower accruing from and after the Closing Date; (ib) all "Revolving Loans" and "Line of Credit Loans" outstanding under the Existing Original Credit Agreement shall be deemed to be amended Revolving Loans and restated in its entirety pursuant Line of Credit Loans, respectively, outstanding under this Agreement, but shall be allocated among the Lenders based on their respective Pro Rata Shares of the Commitments set forth on the signature pages to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (ivc) all indemnification obligations of the Loan Parties Borrower under the Existing Original Credit Agreement and any other “Loan Document” Credit Documents (as defined therein in the Original Credit Agreement) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, Lenders and any other Person indemnified under the Existing Original Credit Agreement or such any other Loan Credit Document (as defined in the Original Credit Agreement) at any time prior to the Closing Date. This Agreement shall not in any way release or impair ; (d) the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders Agent, the Agent or the Administrative Agent Lenders under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, covenant agreement or obligation is no longer set forth herein or is modified hereby; and (e) any and all references in the Credit Documents to the Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter.
Appears in 1 contract
Samples: Revolving Credit and Line of Credit Agreement (Hughes Supply Inc)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended from and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on after the Closing Date; : (iiia) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” Document (as defined thereinin the Existing Credit Agreement), as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties party thereto to the Lenders and the Administrative Agent; (b) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Borrower, Lenders and Administrative Agent accruing from and after the Closing Date; (ivc) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and or any other “Loan Document” Document (as defined therein in the Existing Credit Agreement) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This ; (d) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not in constitute a refinancing, substitution or novation of such Obligations or any way release or impair of the other rights, duties, Obligations or Liens created pursuant duties and obligations of the parties hereunder; (e) any and all references in the Loan Documents to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liensshall, in each case to the extent in force and effect thereunder as without further action of the Closing Dateparties, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as be deemed a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under reference to the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit as amended and restated by this Agreement, except and as this Agreement shall be further amended or amended and restated from time to time hereafter; and (f) any and all references to the extent that any such covenant"Closing Date" in the Subsidiary Guaranty Agreement, agreement or obligation is no longer set forth herein or is modified herebythe Pledge Agreement, the Patent Security Agreements and the Trademark Security Agreements shall, without further action of the parties, be deemed a reference to the Original Closing Date.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree thatOn the Second Amendment and Restatement Date, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to by this Agreement; . The parties hereto acknowledge and agree that (iii) (A) all outstanding “Revolving Loans” (as such term is defined this Agreement and the other Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the Existing Credit Agreement)obligations, if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued security interests and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of Liens under the Existing Credit Agreement and any other “Loan Document” Credit Documents as defined thereinin effect immediately prior to the Second Amendment and Restatement Date, which remain outstanding and in effect and (ii) such obligations, security interests and Liens (as amended and restated hereby) are in all respects continuing. The Company, by its execution of this Agreement, (a) confirms its obligations to the Secured Parties with respect to the Secured Obligations, (b) confirms that its obligations under the Existing Credit Agreement as amended hereby are entitled to the benefits of the pledges and guarantees, as applicable, set forth in the other Loan Documents being executed Credit Documents, and delivered on (c) agrees that the Closing DateExisting Credit Agreement as amended hereby is the "Credit Agreement" under and for all purposes of the Credit Documents. Each Credit Risk Party, by its execution of this Agreement, hereby confirms that the Secured Obligations shall be and remain in full force and effect, as so amended and restatedsuch Secured Obligations shall continue to be entitled to the benefits of the grant set forth in the Credit Documents. Each Credit Risk Party, by its execution of this Agreement, hereby confirms and agrees that references to the Credit Agreement in each of the Credit Documents is and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant be a reference to the Existing Credit Agreement as amended and restated hereby (and as this Agreement is further amended, modified, supplemented, waived, restated, amended and restated, replaced or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case otherwise modified from time to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrowertime). The executionCompany and the Administrative Agent hereby direct the Collateral Agent, delivery the Securities Intermediary and effectiveness the Collateral Administrator to execute this Agreement and the terms hereof; and the Company and the Administrative Agent hereby acknowledge and agree that the exculpatory, indemnification and other provisions of Section 9 of this Agreement shall not operate as a waiver of any right, power or remedy of apply to the Existing Lenders or Company and the Administrative Agent under with respect to their acknowledgement of this Agreement and the Existing Credit Agreement, nor constitute a waiver terms hereof. [remainder of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.page intentionally blank]
Appears in 1 contract
Samples: Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon the effectiveness of this Master Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwisefrom and after date hereof: (ia) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Master Agreement shall be amended as set forth herein and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Dateso amended, shall be and remain restated in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations their entirety; (b) neither this Master Agreement nor any of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein Operative Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations obligations or Liens created pursuant to the Existing Credit Master Agreement or any other “Loan Document” Operative Document (as defined therein therein) or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, dater hereof and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations obligations and Liens are assumed, ratified and affirmed by the Borrower. The Lessee and the Guarantor; (c) the Obligations incurred under the Existing Master Agreement and the other Operative Documents (as such term is defined in the Existing Master Agreement (the "Existing Operative Documents")) shall, to the extent outstanding on the date hereof, continue outstanding under this Master Agreement and the other Operative Documents and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Master Agreement and the other Operative Documents, and this Master Agreement and the other Operative Documents shall not constitute a refinancing, substitution or novation of such obligations or any of the other rights, duties and obligations of the parties hereunder or under the other Operative Documents; (d) the execution, delivery and effectiveness of this Master Agreement and the other Operative Documents shall not operate as a waiver of any right, power or remedy of the Existing Lenders Funding Parties or the Administrative Agent under the Existing Credit AgreementMaster Agreement and the other Existing Operative Documents, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit AgreementMaster Agreement or the other Existing Operative Documents, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (e) any and all references to the Existing Master Agreement or any other Existing Operative Document in each and every Existing Operative Document shall, without further action of the parties, be deemed a reference to this Master Agreement or the corresponding Operative Document, and as this Master Agreement or such Operative Documents shall be further amended, restated, supplemented or otherwise modified from time to time.
Appears in 1 contract
Samples: Master Agreement (Aaron Rents Inc)
Effect of Amendment and Restatement. The parties hereto agree thatUpon the Restatement Effective Date, upon this Agreement becoming effective pursuant to Section 3.1shall amend, the following shall be deemed to occur or exist automaticallyand restate as amended, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement (including any contingent amendments thereto), but shall be deemed not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to be Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, hereby shall be deemed to be a Letter of Credit issued continuing agreement among the parties, and outstanding hereunder all documents, instruments and (C) all outstanding “Term Loans” (as such term is defined agreements delivered pursuant to or in the Existing Credit Agreement) shall be repaid in full connection with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as not amended and restated by in connection with the entry of the parties into this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, each in accordance with its terms, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties date of delivery or such other date as contemplated by such document, instrument or agreement to the Lenders and same extent as if the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under modifications to the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive contained herein were set forth in an amendment to the execution and delivery Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement and shall continue in full force and effect for the benefit of the LendersAgreement, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to document, instrument or agreement or as otherwise agreed by the Closing Daterequired parties hereto or thereto. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder 1 Reflecting First Amendment dated as of the Closing DateAugust 1, except 2011, Incremental Facilities Agreement dated as modified hereby or by documentsof September 8, instruments 2011, Tranche B Incremental Agreement dated as of September 22, 2011, Incremental Revolving Commitment Agreement dated as of February 3, 2012, Second Amendment dated as of March 15, 2012, Third Amendment dated as of May 25, 2012, Incremental Commitment Agreement dated as of June 1, 2012, Fourth Amendment dated as of August 15, 2012, Incremental Commitment Agreement dated as of August 15, 2012, each Incremental Revolving Commitment Agreement dated as of October 4, 2012, Fifth Amendment dated as of February 15, 2013 and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy Section 3 of the Existing Lenders or the Administrative Agent under the Existing Credit AgreementSixth Amendment dated as of March 4, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby2013.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.12.1, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (ia) all of the Existing “Term Loan B” outstanding under the Original Credit Agreement shall be deemed to be amended Term Loan A hereunder and restated in its entirety pursuant to this Agreementcontinue outstanding hereunder; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iiib) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto to the Lenders and the Administrative Agent; (c) the terms and (iv) all indemnification obligations conditions of the Loan Parties Original Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety; provided that any rights, duties and obligations among Borrower, Lenders and Agent accruing before the Closing Date under the Existing Original Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of in their entirety unless specifically amended hereunder; (d) this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The ; (e) all indemnification obligations of the Credit Parties under the Original Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders, Agent, and any other Person indemnified under the Original Credit Agreement or any other Loan Document at any time prior to the Closing Date; (e) the Obligations incurred under the Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or 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; (f) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (g) any and all references in the Loan Documents to the Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter, (h) any and all references in the Loan Documents to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Original Closing Date and (i) all security interests created under the Original Credit Agreement and the other Loan Documents executed and delivered on the Original Closing Date continue to be in full force and effect after giving effect to the consummation of this Agreement.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree that(a) As of the Closing Date, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid and “Revolving Commitments” (as defined in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and Agreement) immediately prior to the Closing Date shall automatically, without any other “Loan Document” as defined thereinaction on the part of any Person, as amended and restated by be designated for all purposes of this Agreement and the other Loan Documents being executed as Revolving Credit Commitments. The Administrative Agent shall xxxx the Register accordingly to provide for such designation of the existing loans that are “Revolving Loans” (as defined in the Existing Credit Agreement) and delivered on “Revolving Commitments” (as defined in the Existing Credit Agreement) among the Lenders in this Agreement according to their proportionate shares thereof, as applicable. On the Closing Date, the commitments of each such Exiting Lender shall be and remain in full force and effectterminated, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties outstanding amounts due under the Existing Credit Agreement and any the other Loan Documents (as defined in the Existing Credit Agreement) to such Exiting Lender on the Closing Date shall be paid in full, and each Exiting Lender (i) shall cease to be a Lender under the Existing Credit Agreement and (ii) shall not be a Lender under this Agreement, and each Lender under this Agreement shall not have been deemed to assume the commitments of the Lenders under the Existing Credit Agreement.
(b) Each of the Loan Parties hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of all “Obligations” under each of the Loan Documents to which it is a party (in each case as such terms are defined in the applicable Loan Document” as defined therein shall survive ). Each of the execution Loan Parties acknowledges and delivery agrees that (i) any of this Agreement and the Loan Documents to which it is a party or is otherwise bound shall continue in full force and effect for and that all of its obligations thereunder shall be valid, enforceable, ratified and confirmed in all respects and shall not be impaired or limited by the benefit execution or effectiveness of this Agreement, and (ii) all security interests created under any of the Lenders, Collateral Documents shall continue in full force and effect pursuant to the Administrative Agent, terms of such Collateral Document.
(c) Each Rollover Lender severally agrees to exchange its “Term Loans” (as defined in the Existing Credit Agreement) outstanding immediately prior to the effectiveness of the amendment and any other Person indemnified under restatement of the Existing Credit Agreement or such other Loan Document at any time prior to on the Closing Date. This Agreement shall not in any way release or impair the rightsDate for Initial Term Loans hereunder, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of Date shall be automatically deemed to constitute Initial Term Loans outstanding under this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.
Appears in 1 contract
Samples: Credit Agreement (Allison Transmission Holdings Inc)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.12.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended from and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on after the Closing Date: (a) the Revolving Loan Commitments shall be restated as set forth in Annex J (which restatement shall include any Revolving Loan Commitments of New Lender (as defined below)); (iiib) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on or as of the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium and other laws relating to the enforcement of creditors’ rights and by general principles of equity (whether considered at law or in equity); (c) the terms and conditions of the Original Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety; provided that any rights, duties and obligations among Borrowers, Lenders and Agent accruing before the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties Closing Date under the Existing Original Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of in their entirety unless specifically amended hereunder; (d) this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified amended hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by Borrowers; (e) all indemnification obligations of the Borrower. The Credit Parties under the Original Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders, Agent, and any other Person indemnified under the Original Credit Agreement or any other Loan Document at any time prior to the Closing Date; (f) the Obligations incurred under the Original Credit Agreement, including, without limitation, in respect of principal, interest, reimbursement obligations for Letters of Credit, expenses and fees, shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or 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; (g) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified amended hereby; (h) any and all references in the Loan Documents to the Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter; (i) any and all references in the Loan Documents that were executed or delivered on or after the Original Closing Date but prior to the First Restatement Date to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Original Closing Date, and any and all references in the Loan Documents that were executed and delivered on or after First Restatement Date but prior to the Second Restatement Date to the “Closing Date” shall, without further action of the parties, be deemed a reference to the First Restatement Date, and any and all references in the Loan Documents that were executed and delivered on or after the Second Restatement Date but prior to the date hereof to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Second Restatement Date, and any and all references in the Loan Documents that were executed and delivered on or after the Third Restatement Date but prior to the date hereof to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Third Restatement Date, and (j) all security interests created under the Original Credit Agreement and the other Loan Documents executed prior to the date hereof continue to be in full force and effect after giving effect to the consummation of this Agreement except as specifically provided in this Agreement or any other Loan Document executed on the Closing Date. Simultaneously with the effectiveness of this Agreement, Deutsche Bank Trust Company Americas (the “Exiting Lender”) shall be deemed to have, and does hereby sell, assign, transfer and convey to Deutsche Bank AG New York Branch (the “New Lender”), and the New Lender hereby purchases and accepts the Revolving Loan Commitments and Loans of the Exiting Lender such that, after giving effect to this Agreement, (a) Exiting Lender shall (i) be paid in full for all amounts owing to Exiting Lender under the Original Credit Agreement, (ii) cease to be a Lender under the Original Credit Agreement and the Loan Documents (as defined therein), and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance, event or condition arising prior to the Closing Date) and be released from its obligations under the Original Credit Agreement and the Loan Documents (as defined therein) and (b) the Revolving Loan Commitment of the New Lender shall be as set forth on Annex J to this Agreement, and the New Lender shall hereafter have, and does hereby assume, all of the rights and obligations of Exiting Lender under the Original Agreement and the Loan Documents (as defined therein). The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lender and without any warranties whatsoever by Agent, L/C Issuer or any Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. No fees shall be due by or to any Person in connection with these assignments, all of which are hereby waived by any party entitled to same. The Exiting Lender and New Lender shall make all appropriate adjustments in payments under the Original Credit Agreement for periods prior to the Closing Date among themselves. Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 2.3 and for no other purpose.
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Effect of Amendment and Restatement. The parties hereto agree thatacknowledge and agree, upon this Agreement becoming effective pursuant to Section 3.1however, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: that (i) this Agreement and all other Transaction Documents executed and delivered herewith do not constitute a novation, repayment and reborrowing or termination of the Existing Credit obligations under the Original Securities Purchase Agreement or the Initial Notes, (ii) such obligations are in all respects continuing and outstanding, and (iii) the Liens securing the obligations under the Original Securities Purchase Agreement and the Initial Notes are in all respects continuing and in full force and effect with respect to all Obligations hereunder and under the Notes. All references in the Transaction Documents to the Securities Purchase Agreement shall be deemed to be amended and restated in its entirety pursuant a reference to this Agreement; . Agent and Holders reserve all of their rights with respect to Companies’ non-compliance with the Post-Closing Items except that Agent and Holders agree that Parent shall not be required to issue any Shares of Commons Stock in addition to the 750,000 Shares of Common Stock to be issued on the Restatement Closing Date as contemplated by this Agreement in connection with the failure to satisfy the requirements of item 4 of Schedule 1 to the Post-Closing Obligations Letter within the times specified in he Post-Closing Obligations Letter. Notwithstanding the provisions of the Joinder Agreement dated July 7, 2008 among the parties hereto, Eligible Accounts Receivable of CCSI may be included in the Borrowing Base provided that until Companies shall cause all existing (i) agreements pursuant to which CCSI sells or has sold any receivables or other rights to payments to Xxxxxx Micro, Inc. or any of its affiliates (collectively, “Xxxxxx”), (ii) (A) all outstanding “Revolving Loans” (as such term is defined security agreements of CCSI in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued favor Xxxxxx and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms UCC financing statements naming CCSI as debtor in favor of Xxxxxx to, in each case, to either be (A) released and conditions terminated, or (B) amended and subordinated in a manner satisfactory to Agent, Accounts arising in connection with any arrangement with Xxxxxx, whether as a result of CCSI’s sale of Inventory provided by Xxxxxx or otherwise, shall be ineligible accounts and the amount of the Existing Credit Agreement Companies’ payables to Xxxxxx shall be reserved against the Borrowing Base. On and any other “Loan Document” as defined therein, as amended and restated by this Agreement and after the other Loan Documents being executed and delivered on the Restatement Closing Date, all Inventory that was previously subject to the Consignment Agreement shall be and remain included in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of Borrowing Base subject to satisfying the Loan Parties to the Lenders and the Administrative Agent; and (iv) criteria for Eligible Inventory at all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebyapplicable times.
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Effect of Amendment and Restatement. The parties hereto agree that, upon this (a) This Agreement becoming effective pursuant to Section 3.1, is an amendment and restatement of the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) terms and provisions of the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; and, upon the effectiveness hereof, all
(iib) (A) all outstanding “Revolving Loans” Upon the Restatement Effective Date, the Commitment (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) of each outstanding “Letter of Credit” Lender (as such term is defined in the Existing Credit Agreement), if any, ) that does not have a Commitment set forth on Schedule I hereto shall be deemed to be a Letter of Credit issued terminated, and outstanding hereunder and (C) all outstanding “Term Loans” each such Lender (as such term is defined in the Existing Credit Agreement) shall be repaid released from any obligations as a Lender hereunder and under the other Loan Documents (provided for the avoidance of doubt that any obligations of any such lender under the Existing Credit Agreement which by their express terms are deemed to survive any such release or termination shall survive). When counterparts executed by all the parties shall have been lodged with the Administrative Agent (or, in full with proceeds the case of a Revolving any Lender as to which an executed counterpart shall not have been so lodged, the Administrative Agent shall have received facsimile or other written confirmation from such Lender) and all of the conditions set forth in Section 11 shall have been satisfied, this Agreement shall become effective as of the date hereof, and at such time the Administrative Agent shall notify the Lead Borrower and each Lender.
(c) The Loan Parties, the Lenders that are party to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined thereinBank of America, N.A., as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties administrative agent under the Existing Credit Agreement Agreement, acknowledge and any other “Loan Document” as defined therein shall survive agree that upon the execution and delivery effectiveness of this Agreement on the Restatement Effective Date, the Existing Credit Agreement shall be superseded by this Agreement, and shall terminate and be of no further force or effect (except that any provision thereof which by its terms survives termination thereof shall continue in full force and effect for the benefit of the Lendersapplicable party or parties), the Administrative Agent, and all without any other Person indemnified under the Existing Credit Agreement or such other Loan Document at action by any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebyPerson.
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Effect of Amendment and Restatement. The Each of the parties hereto agree acknowledges and agrees that, upon the satisfaction of the conditions in Section 3.4, this Agreement becoming effective pursuant amends, restates and in all respects replaces the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any reference to Section 3.1, the following “Credit Agreement” in the other Transaction Documents shall mean and be deemed references to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Original Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement. All indebtedness, liabilities and obligations of the Borrower outstanding under the Original Credit Agreement and the Loan Notes and other Loan Documents being executed and documents delivered on the Closing Datethereunder shall, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement extent not paid on or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery closing and effectiveness of this Agreement as an amended and restated Agreement on the Amendment and Restatement Date, be extended and renewed so as to continue and be Obligations outstanding hereunder. The Original Credit Agreement and other Transaction Documents as in effect prior to the Amendment and Restatement Date shall exclusively govern all acts, representations, qualifications to representations and other rights and duties of any Relevant Party hereunder and thereunder during the period of time on and after the Original Closing Date and prior to the Amendment and Restatement Date. [***] = Certain information has been excluded from this exhibit because it is both not operate material and would likely cause competitive harm to the company if publicly disclosed. In Witness Whereof, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. Sunnova TEP Holdings, LLC, as Borrower By: ____________________________________ Name: Title: Sunnova TE Management, LLC, as Facility Administrator By: ____________________________________ Name: Title: [Signature Page to Sunnova TEP IV A&R Warehouse Credit Agreement] [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. KL2 3201198 Credit Suisse AG, New York Branch, as Administrative Agent and as a waiver of any rightFunding Agent By: _________________________________ Name: Title: By: _________________________________ Name: Title: Credit Suisse AG, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Cayman Islands Branch, as a Lender By: _________________________________ Name: Title: By: _________________________________ Name: Title: [Signature Page to Sunnova TEP IV A&R Warehouse Credit Agreement] [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. KL2 3201198 Alpine Securitization LTD., nor constitute as a waiver of any covenantConduit Lender By: Credit Suisse AG, agreement or obligation under the Existing New York Branch, as attorney-in-fact By: _________________________________ Name: Title: By: _________________________________ Name: Title: [Signature Page to Sunnova TEP IV A&R Warehouse Credit Agreement, except ] [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the extent that any such covenantcompany if publicly disclosed. KL2 3201198 LibreMax Opportunistic Value Master Fund, agreement or obligation LP, as a Funding Agent and as a Lender By: LibreMax GP, LLC, its general partner By: LibreMax Parent GP, LLC, its managing member By: _________________________________ Name: Title: [Signature Page to Sunnova TEP IV A&R Warehouse Credit Agreement] [***] = Certain information has been excluded from this exhibit because it is no longer set forth herein or both not material and would likely cause competitive harm to the company if publicly disclosed. KL2 3201198 Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Paying Agent By: _________________________________ Name: Title: [Signature Page to Sunnova TEP IV A&R Warehouse Credit Agreement] [***] = Certain information has been excluded from this exhibit because it is modified herebyboth not material and would likely cause competitive harm to the company if publicly disclosed. U.S. Bank National Association, as Verification Agent By: _________________________________ Name: Title: [Signature Page to Sunnova TEP IV A&R Warehouse Credit Agreement] [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed.
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Samples: Credit Agreement (Sunnova Energy International Inc.)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Loan Facility Agreement becoming effective pursuant to Section 3.113.1, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: Effective Date:
(i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (iia) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii1) all terms and conditions of the Existing Credit Loan Facility Agreement and any other “Loan Operative Document” as defined therein, as amended and restated by this Agreement and the other Loan Operative Documents being executed and delivered on the Closing Effective Date, shall be and remain continue in full force and effect, as so amended and restatedhereby, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties Sponsor and its Subsidiaries party thereto to the Lenders Servicer and the Administrative AgentParticipants; (2) the terms and conditions of the Existing Loan Facility shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Sponsor, Participants and the Servicer accruing from and after the Effective Date; (iv3) all indemnification obligations of the Loan Parties Sponsor and its Subsidiaries under the Existing Credit Loan Facility Agreement and or any other “Loan Operative Document” (as defined therein in the Existing Loan Facility Agreement) shall survive the execution and delivery of this Loan Facility Agreement and shall continue in full force and effect for the benefit of the LendersServicer, the Administrative AgentParticipants, and any other Person indemnified under the Existing Credit Loan Facility Agreement or such other Loan Document “Operative Document” at any time prior to the Closing Effective Date. This Agreement shall not ; (4) any and all references in any way release or impair the rights, duties, Obligations or Liens created pursuant Operative Documents to the Existing Credit Loan Facility Agreement shall, without further action of the parties, be deemed a reference to the Existing Loan Facility Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or any other “amended and restated from time to time hereafter and (5) all Existing Loans, Existing Loan Document” as defined therein or affect the relative priorities of such LiensCommitments and Existing Notes shall, in each case to the extent in force and effect thereunder as of outstanding on the Closing Effective Date, except as modified hereby be deemed to be US Loans, US Loan Commitments and US Notes, respectively, outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by documents, instruments and agreements executed and delivered in connection herewiththe execution of this Agreement, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as constitute a waiver refinancing, substitution or novation of such Loans, Loan Commitments and Notes, or any right, power or remedy of the Existing Lenders other rights, duties and obligations of the parties hereunder; and
(b) (i) each Participant shall be deemed to have sold, assigned, transferred and conveyed to the Servicer, without recourse or warranty, such Participant’s undivided percentage ownership interest in the Administrative Agent under Participant’s Interest as in effect immediately prior to the Existing Credit effectiveness of this Loan Facility Agreement, nor constitute a waiver of any covenant(ii) Servicer shall be deemed to have sold, agreement or obligation under the Existing Credit Agreementassigned, except transferred and conveyed to the extent Participants, without recourse or warranty, and each Participant shall be deemed to have purchased from the Servicer, an undivided percentage ownership interest equal to each Participant’s Pro Rata Share of the Participating Commitments after giving effect to this Loan Facility Agreement in the Participant’s Interest, (iii) the Participant Fundings shall be reallocated by the Participants such that each Participant has funded its Pro Rata Share based upon its Participating Commitment after giving effect to this Amendment and (iv) the Servicer shall issue to each Participant a Participation Certificate (which shall be deemed to automatically replace any such covenant, agreement or obligation is no longer set forth herein or is modified herebyexisting Participation Certificates) reflecting the relevant Participant’s revised Participating Commitment Amount.
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Effect of Amendment and Restatement. The parties hereto agree that, upon this Agreement becoming effective pursuant to Section 3.1(a) On the Restatement Effective Date, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Original Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to by this Agreement; . The parties hereto acknowledge and agree that (i) this Agreement and the other Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation of the Original Credit Agreement or the other Credit Documents as in effect prior to the Restatement Effective Date and which remain outstanding as of the Restatement Effective Date, and (ii) the Liens and security interests as granted under the applicable Security Documents securing payment of all Obligations hereunder and under the other Credit Documents are in all respects continuing and in full force and effect and are reaffirmed hereby.
(Ab) On and after the Restatement Effective Date, (i) all outstanding “Revolving Loans” (as such term is defined references to the Original Credit Agreement or the Credit Agreement in the Existing Credit Documents (other than this Agreement) shall be deemed to refer to the Original Credit Agreement), if anyas amended and restated hereby, (ii) all references to any section (or subsection) of the Original Credit Agreement or the Credit Agreement in any Credit Document (but not herein) shall be repaid in fullamended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (Biii) each outstanding “Letter except as the context otherwise provides, on or after the Restatement Effective Date, all references to this Agreement herein (including for purposes of Credit” (as such term is defined in the Existing Credit Agreement), if any, indemnification and reimbursement of fees) shall be deemed to be reference to the Original Credit Agreement as amended and restated hereby.
(c) This amendment and restatement is limited as written and is not a Letter of consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) Document, all terms and conditions of the Existing other Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.
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Effect of Amendment and Restatement. The parties hereto agree that, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on On the Closing Date; , upon the satisfaction or waiver of the conditions set forth in Section 3 hereof, the indebtedness, obligations and other liabilities (iiiincluding, without limitation, interest and fees accrued to the Closing Date) all governed by the Second Amended Loan Agreement (collectively, the "Prior Obligations") shall continue to be in full force and effect, but shall be governed by the terms and conditions set forth in this Agreement. The provisions in the Second Amended Loan Agreement relating to security and collateral matters shall also continue to be in full force and effect, but shall be governed by the terms and conditions set forth in the Guaranty and Security Agreement. The provisions in the Guarantee dated as of September 22, 2004 executed by Parent in favor of Agent shall also continue to be in full force and effect, but shall be governed by the Existing Credit Agreement terms and conditions set forth in the Guaranty and Security Agreement. The Prior Obligations, together with any other “Loan Document” as defined therein, as amended and restated all additional Obligations incurred by this Agreement Borrower and Parent hereunder or under any of the other Loan Documents being executed Documents, shall continue to be secured by all of pledges and delivered grants of Liens provided in connection with the Second Amended Loan Agreement and related agreements, instruments and documents (and, on and after the Closing Date, shall be secured by all of the pledges and grants of Liens provided in connection with this Agreement, the Guaranty and Security Agreement and the other Loan Documents). Each of Borrower and Parent hereby reaffirms, as of the Closing Date, its obligations under each Financing Agreement (as defined in the Original Loan Agreement, collectively, the "Original Financing Agreements") to which it is party, as amended, supplemented or otherwise modified by (i) the First Amended Loan Agreement and by the other Financing Agreements (as defined in the First Amended Loan Agreement, collectively, the "Amended Financing Agreements"), (ii) the Second Amended Loan Agreement and by the other Financing Agreements (as defined in the Second Amended Loan Agreement; collectively the "Existing Financing Agreements") and (iii) this Agreement, the Guaranty and Security Agreement and by the other Loan Documents delivered on or before the Closing Date. Each of Borrower and Parent further agrees that each such Original Financing Agreement, each such Amended Financing Agreement and each such Existing Financing Agreement shall remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive effect following the execution and delivery of this Agreement and the occurrence of the Closing Date, and that all references to the "Loan and Security Agreement" in such Original Financing Agreements, Amended Financing Agreements or Existing Financing Agreements shall thereafter be deemed to refer to this Agreement and/or the Guaranty and Security Agreement, as the context requires. The execution and delivery of this Agreement and the Guaranty and Security Agreement, and the occurrence of the Closing Date, shall constitute an amendment, replacement and restatement, but not a novation or repayment, of the Prior Obligations, which Prior Obligations shall continue in full force and effect for and shall be governed by the benefit terms of the Lenders, the Administrative Agent, this Agreement on and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to after the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Loan Facility Agreement becoming effective pursuant to Section 3.113.1, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: Effective Date:
(i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (iia) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii1) all terms and conditions of the Existing Credit Loan Facility Agreement and any other “Loan Operative Document” as defined therein, as amended and restated by this Agreement and the other Loan Operative Documents being executed and delivered on the Closing Effective Date, shall be and remain continue in full force and effect, as so amended and restatedhereby, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties Sponsor and its Subsidiaries party thereto to the Lenders Servicer and the Administrative AgentParticipants; (2) the terms and conditions of the Existing Loan Facility shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Sponsor, Participants and the Servicer accruing from and after the Effective Date; (iv3) all indemnification obligations of the Loan Parties Sponsor and its Subsidiaries under the Existing Credit Loan Facility Agreement and or any other “Loan Operative Document” (as defined therein in the Existing Loan Facility Agreement) shall survive the execution and delivery of this Loan Facility Agreement and shall continue in full force and effect for the benefit of the LendersServicer, the Administrative AgentParticipants, and any other Person indemnified under the Existing Credit Loan Facility Agreement or such other Loan Document “Operative Document” at any time prior to the Closing Effective Date. This Agreement shall not ; (4) any and all references in any way release or impair the rights, duties, Obligations or Liens created pursuant Operative Documents to the Existing Credit Loan Facility Agreement shall, without further action of the parties, be deemed a reference to the Existing Loan Facility Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or any other “amended and restated from time to time hereafter and (5) all Existing Loans, Existing Loan Document” as defined therein or affect the relative priorities of such LiensCommitments and Existing Notes shall, in each case to the extent in force and effect thereunder as of outstanding on the Closing Effective Date, except as modified hereby be deemed to be US Loans, US Loan Commitments and US Notes, respectively, outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by documents, instruments and agreements executed and delivered in connection herewiththe execution of this Agreement, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as constitute a waiver refinancing, substitution or novation of such Loans, Loan Commitments and Notes, or any right, power or remedy of the Existing Lenders other rights, duties and obligations of the parties hereunder; and
(b) (i) each Participant shall be deemed to have sold, assigned, transferred and conveyed to the Servicer, without recourse or warranty, such Participant’s undivided percentage ownership interest in the Administrative Agent under Participant’s Interest as in effect immediately prior to the Existing Credit effectiveness of this Loan Facility Agreement, nor constitute a waiver of any covenant(ii) Servicer shall be deemed to have sold, agreement or obligation under the Existing Credit Agreementassigned, except transferred and conveyed to the extent Participants, without recourse or warranty, and each Participant shall be deemed to have purchased from the Servicer, an undivided percentage ownership interest equal to each Participant’s Pro Rata Share of the Participating Commitments after giving effect to this Loan Facility Agreement in the Participant’s Interest, (iii) the Participant Fundings shall be reallocated by the Participants such that each Participant has funded its Pro Rata Share based upon its Participating Commitment after giving effect to this Agreement and (iv) the Servicer shall issue to each Participant a Participation Certificate (which shall be deemed to automatically replace any such covenant, agreement or obligation is no longer set forth herein or is modified herebyexisting Participation Certificates) reflecting the relevant Participant’s revised Participating Commitment Amount.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree thatAs of the date hereof, upon this Agreement becoming effective pursuant to Section 3.1shall amend and restate the Original Pledge Agreement, but shall not constitute a novation thereof or in any way impair or otherwise affect the following shall be deemed to occur rights or exist automatically, without further action by any party hereto obligations of the parties thereunder except as such rights or otherwise: (i) the Existing Credit obligations are amended or modified hereby. The Original Pledge Agreement shall be deemed to be as amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, hereby shall be deemed to be a Letter of Credit issued continuing agreement among the parties, and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined agreements delivered pursuant to or in connection with the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Original Pledge Agreement and any other “Loan Document” as defined therein, as not amended and restated by in connection with the entry of the parties into this Agreement and or the other Loan Facility Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, each in accordance with its terms, as so of the date of delivery or such other date as contemplated by such agreement to the same extent as if the modifications to the Original Pledge Agreement contained herein were set forth in an amendment to the Original Pledge Agreement in a customary form, unless such agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of any Facility Document or such other agreement or as otherwise agreed by the required parties hereto or thereto; provided that, other than as expressly set forth herein, nothing contained in this Agreement shall limit or affect the security interests heretofore granted, pledged and/or assigned under the Original Pledge Agreement, which security interests are hereby ratified, reaffirmed and continued under this Agreement. as attorney-in-fact (pursuant to a resolution of its Board of Directors) for and on behalf of XXXXX XX LLC as attorney-in-fact (pursuant to a resolution of its Board of Directors) for and on behalf of GOLAR LNG LIMITED
(a) Each of the accounts having the account number and name listed in Schedule 1 hereto, as amended or supplemented from time to time in writing, maintained at the relevant Securities Intermediary, including, initially, each of the Shares set forth in the initial Schedule 1 hereto for each such account and restatedall successor and replacement accounts, regardless of the number of such accounts or the offices at which such accounts are maintained (together with any sub-account or linked account of any such account each, a “Collateral Account” and, collectively, the “Collateral Accounts”) and all rights of Pledgors with respect to the Collateral Accounts, including, without limitation, any non-cash dividends and distributions with respect to the Pledged Shares and all financial assets now or hereafter credited to the Collateral Accounts and all securities entitlements with respect thereto and all cash, Cash Equivalents and securities now or hereafter held in such account and any investments thereof.
(b) All Shares now or hereafter delivered to any Lender or any Securities Intermediary or otherwise credited to any Collateral Account.
(c) In addition to the foregoing, all other investment property, certificated securities, general intangibles, and shall constitute all other investments or property now or hereafter listed on Schedule 2 attached hereto, as amended from time to time in writing, whether held in a safekeeping or custodial account or otherwise.
(d) All present and future income, proceeds, earnings, increases, and substitutions from or for the legalforegoing property of every kind and nature, validincluding without limitation all payments, binding interest, profits, distributions, benefits, rights, options, warrants, dividends, stock dividends, stock splits, stock rights, regulatory dividends, subscriptions, monies, claims for money due and enforceable obligations to become due, proceeds of any insurance on the foregoing property, shares of stock of different par value or no par value issued in substitution or exchange for shares included in the foregoing property, and all other property any Pledgor is entitled to receive on account of the Loan Parties to foregoing property, including accounts, documents, instruments, chattel paper, and general intangibles. This Schedule 1 is a part of the Amended and Restated Pledge Agreement, dated as of July 20, 2018, among XXXXX XX LLC (“Borrower”), GOLAR LNG LIMITED (“Guarantor”, and together with the Borrower, the “Pledgors”), Citibank, N.A., as the administrative agent for the Lenders (in such capacity as administrative agent, together with any successors and assigns, the “Administrative Agent”) and Citibank, N.A. as Lender (“Citi”). This Schedule 1 will remain in effect until it is replaced with a new Schedule 1 signed by the Administrative Agent; Agent and (iv) all indemnification obligations each Applicable Lender. In connection with each assignment of Loans under the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the LendersAgreement, the Administrative AgentAgent may update this Schedule 1 to reflect any additional accounts opened for the relevant Lender taking by assignment. ¨ If this box is checked, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time this Schedule 1 replaces a prior Schedule 1. Each replacement Schedule 1 should list all Collateral Accounts subject to the Closing Date. This Pledge Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Dateeffective date of replacement on a cumulative basis (for the avoidance of doubt, except as modified hereby or by documents, instruments and agreements executed and delivered without listing the number of Shares initially contained in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer Collateral Account as set forth herein or is modified herebyon the initial Schedule 1).
Appears in 1 contract
Samples: Loan Agreement (Golar LNG LTD)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.1, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (Aa)(i) all outstanding “"Revolving Loans” " (as such term is defined in the Existing Original Credit Agreement), if any, shall be repaid in fulldeemed to be Revolving Loans outstanding hereunder, (Bii) each all outstanding “Letter of Credit” "Swingline Loans" (as such term is defined in the Existing Original Credit Agreement), if any, shall be deemed to be Swingline Loans outstanding hereunder and (iii) each outstanding "Letter of Credit" (as such term is defined in the Original Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Datehereunder; (iiib) all terms and conditions of the Existing Original Credit Agreement and any other “"Loan Document” " as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties party thereto to the Lenders and the Administrative Agent; (c) the terms and (iv) all indemnification obligations conditions of the Loan Parties under the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended and any other “Loan Document” as defined therein restated, shall survive be restated in their entirety, but shall be amended only with respect to the execution rights, duties and delivery of this Agreement and shall continue in full force and effect for obligations among the benefit of the LendersBorrower, the Lenders and the Administrative Agent, Agent accruing from and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to after the Closing Date. This ; (d) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The ; (e) all indemnification obligations of the Loan Parties under the Original Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Original Credit Agreement or any other Loan Document at any time prior to the Closing Date; (f) the Obligations incurred under the Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (g) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (h) any and all references in the Loan Documents to the Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter and (i) any and all references in the Loan Documents (other than this Agreement) to the "Closing Date" shall, without further action of the parties, be deemed a reference to November 2, 2009. Simultaneously with the Closing Date, (i) the Revolving Commitments (as defined in the Original Credit Agreement) of each of the Existing Lenders and the outstanding amount of all Revolving Loans (if any) shall be reallocated in accordance with the Revolving Commitments of the Lenders set forth on Schedule II, and the requisite assignments shall be deemed to be made in amounts from each Existing Lender to the Added Lender, with the same force and effect as if such assignments were evidenced by the applicable Assignments and Acceptances (as defined in the Original Credit Agreement) under the Original Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which such requirements are hereby waived), and (ii) to the extent any Revolving Loan is outstanding on the Closing Date immediately prior to the effectiveness of this Agreement, the Added Lender shall make full cash settlement with each corresponding assignor Lender, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all such assignments and reallocations.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree thatOn the Amendment and Restatement Date, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to by this Agreement; . The parties hereto acknowledge and agree that (iii) (A) all outstanding “Revolving Loans” (as such term is defined this Agreement and the other Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the Existing Credit Agreement)obligations, if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued security interests and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of Liens under the Existing Credit Agreement and any other “Loan Document” Credit Documents as defined thereinin effect immediately prior to the Amendment and Restatement Date, which remain outstanding and in effect and (ii) such obligations, security interests and Liens (as amended and restated hereby) are in all respects continuing. The Company, by its execution of this Agreement, (a) confirms its obligations to the Secured Parties with respect to the Secured Obligations, (b) confirms that its obligations under the Existing Credit Agreement as amended hereby are entitled to the benefits of the pledges and guarantees, as applicable, set forth in the other Loan Documents being executed Credit Documents, and delivered on (c) agrees that the Closing DateExisting Credit Agreement as amended hereby is the "Credit Agreement" under and for all purposes of the Credit Documents. Each Credit Risk Party, by its execution of this Agreement, hereby confirms that the Secured Obligations shall be and remain in full force and effect, as so amended and restatedsuch Secured Obligations shall continue to be entitled to the benefits of the grant set forth in the Credit Documents. Each Credit Risk Party, by its execution of this Agreement, hereby confirms and agrees that references to the Credit Agreement in each of the Credit Documents is and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant be a reference to the Existing Credit Agreement as amended and restated hereby (and as this Agreement is further amended, modified, supplemented, waived, restated, amended and restated, replaced or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case otherwise modified from time to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrowertime). The executionCompany and the Administrative Agent hereby direct the Collateral Agent, delivery the Securities Intermediary and effectiveness the Collateral Administrator to execute this Agreement and the terms hereof; and the Company and the Administrative Agent hereby acknowledge and agree that the exculpatory, indemnification and other provisions of Section 9 of this Agreement shall not operate as a waiver of any right, power or remedy of apply to the Existing Lenders or Company and the Administrative Agent under with respect to their acknowledgement of this Agreement and the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebyterms hereof.
Appears in 1 contract
Samples: Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Effect of Amendment and Restatement. The parties hereto agree that(a) This Agreement is an amendment and restatement of the terms and provisions of the Existing Credit Agreement and, upon this the effectiveness hereof, all obligations of the Borrowers under the Existing Credit Agreement becoming effective pursuant to Section 3.1shall become obligations of the Borrowers hereunder, and the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) provisions of the Existing Credit Agreement shall be deemed superseded by the provisions hereof. Neither the execution and delivery of this Agreement by any Loan Party or any Lender, nor any of the terms or provisions contained herein, shall be construed to be amended and restated in its entirety pursuant to this a novation of, or payment on or with respect to, the Indebtedness outstanding under the Existing Credit Agreement; .
(iib) (A) all outstanding “Revolving Loans” Upon the Restatement Effective Date, the Commitment (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) of each outstanding “Letter of Credit” Lender (as such term is defined in the Existing Credit Agreement), if any, ) that does not have a Commitment set forth on Schedule I hereto shall be deemed to be a Letter of Credit issued terminated, and outstanding hereunder and (C) all outstanding “Term Loans” each such Lender (as such term is defined in the Existing Credit Agreement) shall be repaid released from any obligations as a Lender hereunder and under the other Loan Documents (provided for the avoidance of doubt that any obligations of any such lender under the Existing Credit Agreement which by their express terms are deemed to survive any such release or termination shall survive). When counterparts executed by all the parties shall have been lodged with the Administrative Agent (or, in full with proceeds the case of a Revolving any Lender as to which an executed
(c) The Loan Parties, the Lenders that are party to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined thereinBank of America, N.A., as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties administrative agent under the Existing Credit Agreement Agreement, acknowledge and any other “Loan Document” as defined therein shall survive agree that upon the execution and delivery effectiveness of this Agreement on the Restatement Effective Date, the Existing Credit Agreement shall be superseded by this Agreement, and shall terminate and be of no further force or effect (except that any provision thereof which by its terms survives termination thereof shall continue in full force and effect for the benefit of the Lendersapplicable party or parties), the Administrative Agent, and all without any other Person indemnified under the Existing Credit Agreement or such other Loan Document at action by any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebyPerson.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree that, upon this Agreement becoming effective pursuant to Section 3.1, All Obligations and Liabilities of the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) Borrower under the Existing Credit Agreement, including, the Term Loans, shall be continued and extended as Obligations and Liabilities of the Borrower hereunder and shall be evidenced by this Agreement and, to the extent requested in accordance herewith, by the Amended Term Loan Notes, and shall not be deemed to be amended and restated in its entirety pursuant to paid, released, discharged or otherwise satisfied by the execution of this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, and this Agreement shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall not be deemed to be constitute a Letter refinancing, substitution or novation of Credit issued such Obligations and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated Liabilities. The modifications effected by this Agreement shall not be deemed to provide for or to effect a repayment and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations re-advance of any of the Loan Parties Indebtedness to the Lenders outstanding prior to the Restatement Effective Date, it being the intention of the Borrower, the Administrative Agent and the Administrative Agent; and (iv) all indemnification obligations Lenders that a portion of the Loan Parties Indebtedness owing under this Agreement be and is the same Indebtedness as that owing under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time immediately prior to the Closing Restatement Effective Date. This Agreement shall not in any way release or impair the rights, duties, Obligations obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewithherewith or therewith, any and all of such rights, duties, Obligations Obligations, and Liens are assumedconfirmed, continued, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebyparties hereto.
Appears in 1 contract
Effect of Amendment and Restatement. The Department hereby acknowledges that the Conduit, the Conduit Administrator and certain Sellers have executed Purchase Agreements in reliance on the provisions of the Original Amended and Restated Put Agreement that were in effect prior to the date of this Agreement. The Conduit and the Conduit Administrator hereby agree to use commercially reasonable efforts to amend such Purchase Agreements to conform the terms and provisions thereof to the document delivery requirements set forth in Section 4 of this Agreement (“Delivery Requirements”). Notwithstanding this obligation, until such time that the Conduit and the Conduit Administrator cause the related Sellers and other parties hereto agree to such Purchase Agreements to enter into such amendments, so long as the Conduit and the Conduit Administrator comply with the existing provisions of such Purchase Agreements and the provisions of the Original Amended and Restated Put Agreement, the Department hereby agrees to honor its obligation to purchase Putable Loans as if the Delivery Requirements had been satisfied. Xxxxxx Xxxxxx Department of Education Washington, D.C. By: E-mail: xxxxxxxxxx_0@xx.xxx Re: Third Amended and Restated Put Agreement, dated as of April 26, 2010, by and among the Department of Education, Straight-A Funding, LLC and The Bank of New York Mellon Ladies and Gentlemen: Pursuant to the terms and provisions of the Third Amended and Restated Put Agreement (the “Put Agreement”), dated as of April 20, 2010, by and among the United States Department of Education (the “Department”), Straight-A Funding, LLC (the “Conduit”) and The Bank of New York Mellon, acting (i) as agent on behalf of the Conduit in its capacity as conduit administrator (the “Conduit Administrator”) and as Eligible Lender Trustee and (ii) as agent for each Funding Note Issuer for the sole purposes of accepting the Put Option, the Conduit Administrator hereby gives notice of its intent to exercise the Put Option with respect to not more than $ Date”).1 of the loans (the “Loans”) on , 20 (the “Put Each of the Put Events marked below have occurred with respect to the Loans:
3. Pursuant to the terms and provisions of any Liquidity Agreement, any failure to make a Liquidity Funding when due; provided, that, upon this Agreement becoming effective pursuant to Section 3.1, the following a Put Event shall not be deemed to occur or exist automatically, without further action by any party hereto or otherwise: under this clause (i) if the Existing Credit Agreement related Liquidity Funding shall be deemed have been made by any other Person; or Pursuant to be amended the terms and restated provisions of any Liquidity Agreement, any Liquidity Funding which remains unpaid for more than forty-five (45) days after the date on which such Liquidity Funding was made in its entirety pursuant to this accordance with such Liquidity Agreement; or The occurrence of the date that is 45 days prior to the Put Expiration Date (ii) (A) all outstanding provided, that a Put Event shall occur on each date preceding such forty-fifth day 1 If the amount exceeds the limit set forth in Section 4E of the Put Agreement, please specify multiple Put Dates not less than forty-five days after the date of this notice. to the extent necessary in order to ensure that the Daily Put Limit is not exceeded on any related Put Date); or
6. The declaration or automatic occurrence of a Funding Note “Revolving Loansevent of default” (as such term is defined in the Existing Credit any Funding Note Purchase Agreement), including, without, limitation, an event of default relating to a Seller’s breach of its Commitment to Lender under FFELP obligations described under Section 2 of the Put Agreement; or An occurrence of Delinquency Put Event; or The occurrence of the date (or, if anysuch date is not a Business Day, the immediately preceding Business Day) that is 45 days prior to the maturity date of any Additional Securities (provided, that a Put Event shall occur on each date preceding such forty-fifth day to the extent necessary in order to ensure that the Daily Put Limit is not exceeded on any related Put Date). With respect to the Loans that have been designated as Put Events (1), (2), (3), (4) or (6) Loans, this Notice shall become irrevocable on the date fifteen (15) days from the date hereof and with respect to a Delinquency Put Event, this Notice shall become irrevocable on the date thirty (30) after the date upon which such Put Event shall have occurred. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Put Agreement. Very truly yours, The Bank of New York Mellon, in its capacity as Conduit Administrator and Eligible Lender Trustee By: Name: Title: On this day of , 20 , pursuant to the terms and provisions of that certain Third Amended and Restated Put Agreement (the “Put Agreement”), dated April 26, 2010, by and among the Department of Education (the “Department”), Straight-A Funding, LLC (the “Conduit”) and The Bank of New York Mellon (“Conduit Administrator”), subject to the receipt of the Put Price on the Put Date, the Conduit, the Conduit Administrator, as Eligible Lender Trustee on behalf of the Conduit and as agent of the applicable Funding Note Issuer, hereby sells, transfers, assigns, sets over and conveys to the Department, without recourse, as of [INSERT RELATED PUT DATE] (the “Put Date”), all of the right, title and interest of the Conduit and the Conduit Administrator in and to the loans (“Loans”) listed on the Final Loan Schedule attached hereto (including without limitation any and all rights of the Conduit and the Conduit Administrator with respect to the Loans under that certain Purchase Agreement dated as of , 20 , by and [between/among] [LIST PARTIES]), together with the related servicing files and servicing rights appurtenant thereto, the related Promissory Notes and related Loan Documents (including, without limitation, any rights of the Conduit Administrator to receive from any third party any documents which constitute a part of the loan or servicing files) and all rights and obligations arising under the documents contained therein (the “Related Assets”). As of the Put Date, subject to the receipt of the Put Price, the Conduit hereby releases the lien held by the Conduit on the Loans and the Related Assets and hereby authorized the Department or its designee to file all appropriate termination statements in accordance with the Applicable UCC. The Conduit and the Conduit Administrator hereby state that a Put Event has occurred in connection with an obligation secured by the Loans and the Related Assets of the applicable Funding Note Issuer, the Conduit Lender has exercised its post-Put Event remedies with respect to the Loans and Related Assets and by reason of such exercise, as of the Put Date, the Department shall acquire all of the rights of Funding Note Issuer in the Loans and Related Assets. As of the Put Date, the ownership of each Loan and the related Promissory Note and the contents of the loan file and servicing file shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined vested in the Existing Credit Department and the ownership of all records and documents with respect to the related Loan prepared by or which come into the possession of the Conduit or any of its agents, including the Conduit Administrator shall immediately vest in the Department and be delivered to the Department or its designee (except that copies thereof may be retained as provided in the Put Agreement). During any period that the related loan files and servicing files are retained by the Conduit Administrator, if any, such files shall be deemed to be a Letter of Credit issued retained and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined maintained, in trust, by the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect Conduit Administrator for the benefit of the LendersDepartment. Each of the Conduit and the Conduit Administrator confirms to the Department that, as of the date hereof, the Administrative Agent, and any other Person indemnified under Put Conditions set forth in Section 5C of the Existing Credit Put Agreement or such other Loan Document at any time prior have each been satisfied with respect to the Closing Loans (other than with respect to Section 5C(iii)(4), which shall be satisfied on or before the Put Date). Each of the Conduit and the Conduit Administrator authorizes the Department to use a copy of this Xxxx of Sale, including the attached Final Loan Schedule and Summary Loan Schedule, as official notification to the applicable Guarantor of assignment to the Department of the Loans purchased pursuant hereto on the Put Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities Xxxx of such Liens, in each case to the extent in force and effect thereunder as Sale excludes an assignment of right[s] of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewithSeller to offer future loans under such Promissory Note, and all of the Seller expressly reserves such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrowerright to offer future Loans under such Promissory Note. The execution, delivery Department agrees and effectiveness of this Agreement warrants that it will not offer or make any future loans under such Promissory Note. Capitalized terms used herein and not otherwise defined shall not operate as a waiver of any right, power or remedy of have the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer meanings set forth herein or is modified herebyin the Put Agreement.
Appears in 1 contract
Samples: Put Agreement
Effect of Amendment and Restatement. The parties hereto agree that, upon From and after the date of this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseAgreement: (ia) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Original Reimbursement Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among the Company, LC Provider, Disbursing Agent and Calculation Agent accruing from and after the date hereof; (b) this Agreement shall not in any way release or impair the rights, duties, Reimbursement Obligations, guarantees or Liens created pursuant to the Original Reimbursement Agreement or any other “Loan Document” , in each case to the extent in force and effect thereunder as defined thereinof the date hereof and except as superseded or otherwise modified hereby or by documents, as amended instruments and restated by this Agreement and the other Loan Documents being agreements executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agentconnection herewith; and (ivc) all indemnification obligations of the Loan Parties Company under the Existing Credit Original Reimbursement Agreement and any other “Loan Document” as defined therein that by their terms are to survive the termination thereof shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the LendersLC Provider, the Administrative Disbursing Agent, Calculation Agent and any other Person indemnified under the Existing Credit Original Reimbursement Agreement or such other Loan Document at any time prior to the Closing Date. This date hereof pursuant to and for so long as such provisions so provide; (d) the Reimbursement Obligations incurred under the Original Reimbursement Agreement shall, to the extent outstanding on the date hereof, 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 in constitute a refinancing, substitution or novation of such Reimbursement Obligations or any way release or impair of the other rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force duties and effect thereunder as obligations of the Closing Date, except as modified hereby parties hereunder or by documents, instruments and agreements executed and delivered in connection herewithunder the Original Reimbursement Agreement, and all of such rights, duties, the term “Reimbursement Obligations” shall include the Reimbursement Obligations as amended and Liens are assumed, ratified and affirmed by restated under this Agreement; (e) the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders Company, LC Provider, Disbursing Agent or the Administrative Calculation Agent under the Existing Credit Original Reimbursement Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Original Reimbursement Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (f) any and all references to the “Reimbursement Agreement” in any Loan Document shall, without further action of the parties, be deemed a reference to the Original Reimbursement Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time; and (g) the Liens granted by each of the Loan Parties pursuant to the Loan Documents shall continue without any diminution thereof and shall remain in full force and effect on and after the date hereof. Xxxxxxx X. Xxxxxx Vice President, Finance, Chief Financial Officer, Treasurer and Corporate SecretaryIN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written. FREIGHTCAR AMERICA, INC. By: Name: Title: LC PROVIDER: CO FINANCE LVS VI LLC By: Name: Xxxxxxxxxxx Xxxxxxxx Title: Authorized Person SM DISBURSING AGENT: U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as Disbursing Agent and not in its individual capacity By: Name: Xxxxxxx Xxxxxx-Xxxx Title: Vice President ALTER DOMUS (US) LLC, solely in its capacity as Calculation Agent and not in its individual capacity By: Lk1l«J-- : Maithew Tryhu1a Address for Notices: Alter Domus (US) LLC 000 X. Xxxxxxxxxx Street, 9th Floor Chicago, lllinois 60606 Attention: Legal Department and Xxxx Xxxxxxxxx Facsimile No. (000) 000-0000 Telephone No. (000) 000-0000 Email: xxxx.xxxxxxxxx@xxxxxxxxxx.xxx and xxxxx@xxxxxxxxxx.xxx) With a copy (which does not constitute notice) to: Xxxxxx & Xxxxxx LLP One Battery Park Plaza New York, New York 10004 Attention: Xxxxx Xxxxxxx Facsimile No. (000) 000-0000 Telephone No. (000) 000-0000 Email: xxxxxxx@xxxxxx.xxx SIGNATIJRE PAGE TO AMENDED ANDRESTATED REIMBURSEMENT AGREEMENT Annex B-64 \\LA - 765212/000003 - 2075087 v5 Annex B-65 \\LA - 765212/000003 - 2075087 v5 AmericasActive:18517422.5 THIS AMENDMENT NO. 5 TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of May 22, 2023 is made between Siena Lending Group LLC, in its capacity as the lender under the Revolving Credit Agreement (in such capacity and together with any successor thereto, the “Revolving Lender”), and U.S. Bank National Association, in its capacity as the collateral agent for the Term Loan Lenders under the Term Loan Agreement and the Reimbursement Agreement (in such capacity and together with any successor collateral agent, the “Term Loan Agent”).
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Effect of Amendment and Restatement. The parties hereto agree thatOn the Effective Date, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement Facilities shall be deemed to be amended and restated in its their entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined set forth herein. This Agreement has been given in the Existing Credit Agreement)renewal, if anyextension, shall be repaid rearrangement and increase, and not in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions extinguishment of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Facilities and the notes and other documents related thereto. This Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit does not constitute a novation of the Lenders, the Administrative Agent, obligations and any other Person indemnified liabilities under the Existing Credit Agreement Facilities or evidence repayment of any such other Loan Document at obligations and liabilities. Additionally, the substantive rights and obligations of the parties hereto shall be governed by this Agreement, rather than the Existing Credit Facilities. Without limitation of any time prior to of the Closing Date. This foregoing, (a) this Agreement shall not in any way release or impair the rights, duties, Secured Obligations or Liens created pursuant to (as defined in the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case Facilities) to the extent in force and effect thereunder as of the Closing Date, Effective Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Secured Obligations and Liens are assumed, ratified and affirmed by the Borrower. The executionParent, the Borrower and each of the Guarantors; (b) all indemnification obligations of the Parent and the Borrower and each of the Guarantors under the Existing Credit Facilities shall survive the execution and delivery of this Agreement and effectiveness shall continue in full force and effect for the benefit of the Lenders (as defined in the Existing Credit Facilities) and any other Person indemnified under the Existing Credit Facilities at any time prior to the Effective Date; (c) the Secured Obligations incurred under the Existing Credit Facilities shall, to the extent outstanding on the Effective Date, 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 operate as constitute a waiver refinancing, substitution or novation of such Debt or any right, power or remedy of the other rights, duties and obligations of the parties hereunder; and (d) any and all references to the Existing Lenders Credit Facilities in any of the Loan Documents shall (as defined in the Existing Credit Facilities), without further action of the parties, be deemed a reference to the Existing Credit Facilities, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time, and any and all references to the Administrative Agent “Loan Documents” (as defined in the Existing Credit Facilities) in any such Loan Documents shall be deemed a reference to the Loan Documents under the Existing Credit Facilities, as amended and restated by this Agreement, nor constitute a waiver of any covenantand as this Agreement shall be further amended, agreement restated, supplemented or obligation under the Existing Credit Agreement, except otherwise modified from time to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebytime.
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Effect of Amendment and Restatement. The parties hereto agree that, upon Upon the effectiveness of this Agreement becoming effective pursuant to Section 3.14.1, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseEffective Date: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iiia) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Effective Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties party thereto to Lenders and Administrative Agent amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Borrower, Lenders and Administrative Agent accruing from and after the Administrative AgentEffective Date; and (ivb) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, Effective Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by Borrower; (c) all indemnification obligations of the Borrower. The Loan Parties under the Existing Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders, Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or any other Loan Document at any time prior to the Closing Date; (d) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Effective Date, 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; (e) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (f) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter.
Appears in 1 contract
Samples: Credit Agreement (Newmarket Corp)
Effect of Amendment and Restatement. The parties hereto agree that, upon this Agreement becoming effective pursuant to the Second Restatement Date and the satisfaction of the conditions precedent set forth in Section 3.13.5, the following transactions shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: hereto:
(i) the Existing Credit Original Loan Agreement shall be deemed to be amended and restated in its entirety pursuant to in the form of this Agreement; ;
(ii) all Obligations outstanding on the Second Restatement Date (Athe “Existing Obligations”) shall, to the extent not paid on the Second Restatement Date, in all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement)respects be continuing, if anywithout novation, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, and shall be deemed to be a Letter of Credit issued and Obligations outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; hereunder;
(iii) all terms the Liens and conditions security interests in favor of Agents for the benefit of the Secured Parties securing payment of the Existing Credit Agreement Obligations are in all respects continuing and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for with respect to all Obligations and are hereby reaffirmed;
(iv) all references in the benefit other Financing Documents to the Original Loan Agreement shall be deemed to refer without further amendment to this Agreement;
(v) the Majority Lenders hereby consent to (A) the amendment and restatement of the Lenders, Original Security Agreement on the Administrative Agent, Second Restatement Date and any other Person indemnified under (B) the Existing Credit Agreement or such other Loan Document at any incorporation from time prior to time on and after the Second Restatement Date of specific provisions not materially adverse to the Closing Date. This Lenders into the Security Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant with respect to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case a particular Subject Fund to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed agreed by the Borrower. The execution, delivery Collateral Agent and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or Managing Member with respect to such Subject Fund in the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except applicable supplement to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebySecurity Agreement. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION.
Appears in 1 contract
Samples: Loan Agreement (Vivint Solar, Inc.)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.12.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended from and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on after the Closing Date: (a) the Revolving Loan Commitments shall be increased in accordance with the terms hereof; (iiib) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on or as of the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium and other laws relating to the enforcement of creditors’ rights and by general principles of equity (whether considered at law or in equity); (c) the terms and conditions of the Original Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety; provided that any rights, duties and obligations among Borrowers, Lenders and Agent accruing before the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties Closing Date under the Existing Original Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of in their entirety unless specifically amended hereunder; (d) this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified amended hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by Borrowers; (e) all indemnification obligations of the Borrower. The Credit Parties under the Original Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders, Agent, and any other Person indemnified under the Original Credit Agreement or any other Loan Document at any time prior to the Closing Date; (f) the Obligations incurred under the Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or 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; (g) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified amended hereby; (h) any and all references in the Loan Documents to the Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter; (i) any and all references in the Loan Documents that were executed or delivered prior to the date hereof to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Original Closing Date and (j) all security interests created under the Original Credit Agreement and the other Loan Documents executed and delivered on the Original Closing Date continue to be in full force and effect after giving effect to the consummation of this Agreement.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.1Sections 3.1 and 3.2, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (Ai)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Original Credit Agreement), if any, shall be repaid in fulldeemed to be Revolving Loans outstanding hereunder, (B) all outstanding “Swingline Loans” (as such term is defined in the Original Credit Agreement), if any, shall be deemed to be Swingline Loans outstanding hereunder and (C) each outstanding “Letter of Credit” (as such term is defined in the Existing Original Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Datehereunder; (iiiii) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Original Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The ; (v) all indemnification obligations of the Loan Parties under the Original Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Original Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be 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 substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder (provided that it is understood and agreed by the parties hereto that the proceeds of the Term Loans will be used to replace and refinance in full the principal amount of the Original Term Loans outstanding and all Obligations owing with respect thereto as of the Closing Date); (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Scripps E W Co /De)
Effect of Amendment and Restatement. The parties hereto agree that(a) As of the Closing Date, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid and “Revolving Commitments” (as defined in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and Agreement) immediately prior to the Closing Date shall automatically, without any other “Loan Document” as defined thereinaction on the part of any Person, as amended and restated by be designated for all purposes of this Agreement and the other Loan Documents being executed as Revolving Credit Commitments. The Administrative Agent shall mark the Register accordingly to provide for such designation of the existing loans that are “Revolving Loans” (as defined in the Existing Credit Agreement) and delivered on “Revolving Commitments” (as defined in the Existing Credit Agreement) among the Lenders in this Agreement according to their proportionate shares thereof, as applicable. On the Closing Date, the commitments of each such Exiting Lender shall be and remain in full force and effectterminated, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties outstanding amounts due under the Existing Credit Agreement and any the other Loan Documents (as defined in the Existing Credit Agreement) to such Exiting Lender on the Closing Date shall be paid in full, and each Exiting Lender (i) shall cease to be a Lender under the Existing Credit Agreement and (ii) shall not be a Lender under this Agreement, and each Lender under this Agreement shall not have been deemed to assume the commitments of the Lenders under the Existing Credit Agreement.
(b) Each of the Loan Parties hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of all “Obligations” under each of the Loan Documents to which it is a party (in each case as such terms are defined in the applicable Loan Document” as defined therein shall survive ). Each of the execution Loan Parties acknowledges and delivery agrees that (i) any of this Agreement and the Loan Documents to which it is a party or is otherwise bound shall continue in full force and effect for and that all of its obligations thereunder shall be valid, enforceable, ratified and confirmed in all respects and shall not be impaired or limited by the benefit execution or effectiveness of this Agreement, and (ii) all security interests created under any of the Lenders, Collateral Documents shall continue in full force and effect pursuant to the Administrative Agent, terms of such Collateral Document.
(c) Each Rollover Lender severally agrees to exchange its “Term Loans” (as defined in the Existing Credit Agreement) outstanding immediately prior to the effectiveness of the amendment and any other Person indemnified under restatement of the Existing Credit Agreement or such other Loan Document at any time prior to on the Closing Date. This Agreement shall not in any way release or impair the rightsDate for Initial Term Loans hereunder, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of Date shall be automatically deemed to constitute Initial Term Loans outstanding under this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.
Appears in 1 contract
Samples: Credit Agreement (Allison Transmission Holdings Inc)
Effect of Amendment and Restatement. The parties hereto agree thatOn the Closing Date, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined set forth herein. This Agreement has been given in the Existing Credit Agreement)renewal, if anyextension, shall be repaid rearrangement and increase, and not in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions extinguishment of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any the notes and other “Loan Document” as defined therein shall survive the execution and delivery of this documents related thereto. This Agreement and shall continue in full force and effect for the benefit does not constitute a novation of the Lenders, the Administrative Agent, obligations and any other Person indemnified liabilities under the Existing Credit Agreement or evidence repayment of any such other Loan Document at any time prior obligations and liabilities. All Liens, deeds of trust, mortgages, assignments and security interests securing the Existing Credit Agreement and the obligations relating thereto are hereby ratified, confirmed, renewed, extended, brought forward and rearranged as security for the Obligations. None of the Liens and security interests created pursuant to the Closing DateExisting Credit Agreement are released. This Additionally, the substantive rights and obligations of the parties hereto shall be governed by this Agreement, rather than the Existing Credit Agreement. Without limitation of any of the foregoing, (a) this Agreement shall not in any way release or impair the rights, duties, Obligations (as defined in the Existing Credit Agreement) or Liens (as defined in the Existing Credit Agreement) created pursuant to the Existing Credit Agreement or any of the other “Existing Loan Document” as defined therein Documents or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The executionBorrower and each of the Guarantors; (b) all indemnification obligations of the Borrower and each of the Guarantors under the Existing Credit Agreement and the other Existing Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders (as defined in the Existing Credit Agreement) and any other Person indemnified under the Existing Credit Agreement or any of the other Existing Loan Documents at any time prior to the Closing Date; (c) the Obligations incurred under the Existing Credit Agreement shall, delivery to the extent outstanding on the Closing Date, continue outstanding under this Agreement and effectiveness shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not operate as constitute a waiver refinancing, substitution or novation of such Indebtedness or any rightof the other rights, power or remedy duties and obligations of the parties hereunder; (d) any and all references to the Existing Credit Agreement in any of the Existing Lenders Loan Documents shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time, and any and all references to the Administrative Agent “Security Documents” or “Loan Documents” (each as defined in the Existing Credit Agreement) in any such Security Documents or such other Loan Documents shall be deemed a reference to the Security Documents or Loan Documents under the Existing Credit Agreement, nor constitute a waiver of any covenantas amended and restated by this Agreement, agreement and as this Agreement shall be further amended, restated, supplemented or obligation under otherwise modified from time to time; and (e) the Liens granted pursuant to the Existing Loan Documents and Security Documents (as defined in the Existing Credit Agreement, except ) to which each of the extent that Borrower or any such covenant, agreement or obligation Subsidiary is no longer set forth herein or is modified herebya party shall continue without any diminution thereof and shall remain in full force and effect on and after the Closing Date.
Appears in 1 contract
Samples: Senior Secured Term Loan Credit Agreement (Lilis Energy, Inc.)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Credit Agreement becoming effective pursuant to Section 3.15.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended from and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on after the Closing Date: (a) the Revolving Commitments shall be increased in accordance with the terms hereof; (iiib) all the terms and conditions of the Existing Credit Agreement and any other “Loan Document” shall be amended as defined thereinset forth herein and, as amended so amended, shall be restated in their entirety, but only with respect to the rights, duties and restated by this Agreement obligations among Borrower, Lenders and the other Loan Documents being executed Agent accruing from and delivered on after the Closing Date; (c) this Credit Agreement shall not in any way release or impair the rights, shall be and remain duties or Credit Party Obligations created pursuant to the Existing Credit Agreement or any other Credit Document (as defined in full the Existing Credit Agreement) or affect the relative priorities thereof, in each case to the extent in force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties effect thereunder prior to the Lenders and the Administrative AgentClosing Date; and (ivd) all indemnification obligations of the Loan Credit Parties under the Existing Credit Agreement and or any other “Loan Document” Credit Document (as defined therein in the Existing Credit Agreement) which by their terms survive termination shall survive the execution and delivery of this Credit Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Credit Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair ; (e) the rights, duties, Credit Party Obligations or Liens created pursuant to incurred under the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liensshall, in each case to the extent in force and effect thereunder as of outstanding on the Closing Date, except as modified hereby or by documents, instruments Date and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as owed to a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent Lender hereunder which was also a lender under the Existing Credit Agreement, nor continue outstanding under this Credit Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Credit Agreement, and this Credit Agreement shall not constitute a waiver refinancing, substitution or novation of such Credit Party Obligations or any covenantof the other rights, agreement or obligation under duties and obligations of the parties hereunder; (f) any and all references in the Credit Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, except as amended and restated by this Credit Agreement, and as this Credit Agreement shall be further amended or amended and restated from time to time hereafter; and (g) any and all references in the Credit Documents (as defined in the Existing Credit Agreement) to the extent that any such covenant"Closing Date" shall, agreement or obligation is no longer set forth herein or is modified herebywithout further action of the parties, be deemed a reference to the Original Closing Date.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree thatUpon the Restatement Effective Date, upon this Agreement becoming effective pursuant to Section 3.1shall amend, the following shall be deemed to occur or exist automaticallyand restate as amended, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement (including any contingent amendments thereto), but shall be deemed not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to be Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, hereby shall be deemed to be a Letter of Credit issued continuing agreement among the parties, and outstanding hereunder all documents, instruments and (C) all outstanding “Term Loans” (as such term is defined agreements delivered pursuant to or in the Existing Credit Agreement) shall be repaid in full connection with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as not amended and restated by in connection with the entry of the parties into this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, each in accordance with its terms, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties date of delivery or such other date as contemplated by such document, instrument or agreement to the Lenders and same extent as if the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under modifications to the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive contained herein were set forth in an amendment to the execution and delivery Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement and shall continue in full force and effect for the benefit of the LendersAgreement, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. 105 106 Reference is made to the Amended and Restated Credit Agreement dated as of May 3, 2011 (as amended from time to time, the “Credit Agreement”) among Avis Budget Car Rental, LLC, the Lenders and other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement. Each of the parties hereto hereby acknowledges and consents to the Seventh Amendment, dated as of May [ ], 2013 (the “Amendment”) to the Credit Agreement and agrees with respect to each Loan Document to which it is a party:
(a) all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis after giving effect to the Amendment and its guarantee, if any, of the obligations, liabilities and indebtedness of the other Loan Document at any time prior to Parties under the Closing Date. This Credit Agreement shall not in any way release or impair extend to and cover the rights, duties, Obligations or Liens created New Tranche B Term Loans provided pursuant to the Existing Credit Agreement or any Amendment and interest thereon and fees and expenses and other “obligations in respect thereof and in respect of commitments related thereto; and
(b) all of the Liens and security interests created and arising under such Loan Document” as defined therein or affect the relative priorities of such Liens, Document remain in each case to the extent in full force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewithon a continuous basis, and all the perfected status and priority of each such rightsLien and security interest continues in full force and effect on a continuous basis, dutiesunimpaired, Obligations uninterrupted and Liens are assumedundischarged, ratified after giving effect to the Amendment, as collateral security for its obligations, liabilities and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent indebtedness under the Existing Credit AgreementAgreement and under its guarantees, nor constitute a waiver of any covenantif any, agreement or obligation in the Loan Documents, including, without limitation, the obligations under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebyAmendment.
Appears in 1 contract
Effect of Amendment and Restatement. Effective upon satisfaction of the conditions set forth in Section 5.1, this Agreement shall amend and restate the Existing Note Purchase Agreement in its entirety. The parties hereto acknowledge and agree that, upon that (a) this Agreement becoming effective pursuant to Section 3.1Agreement, the following shall be deemed to occur or exist automaticallySecond Amended and Restated Note and the other Note Documents, without further action by any party hereto whether executed and delivered in connection herewith or otherwise: , do not constitute a novation or termination of any of the “Obligations” (as defined in the Existing Note Purchase Agreement) under the Existing Note Purchase Agreement, the Existing Senior Notes or any other Note Documents, in each case, as in effect immediately prior to the Closing Date, which remain outstanding; and (b) except for any “Obligations” (as defined in the Existing Note Purchase Agreement) which are expressly contemplated to be repaid on the Closing Date and to the extent are in fact so repaid, the “Obligations” (as amended and restated hereby and which are hereinafter subject to the terms herein) are in all respects continuing. Without limiting the foregoing, the parties hereto acknowledge and confirm that (i) the Company previously issued and sold to the Purchaser, and the Purchaser previously purchased, the Existing Credit Agreement shall be deemed to be amended and restated in its entirety Warrant pursuant to this the terms of the Original Note Purchase Agreement and the Existing Warrant Documents, in reliance on the representations and warranties contained in the Original Note Purchase Agreement; , (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued on and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on after the Closing Date, and after giving effect to this Agreement, the Existing Warrant Documents shall be and remain in full force and effect, as so amended effect and restatedshall continue to be binding on and enforceable against the Company in accordance with their terms, and shall constitute (iii) the legal, valid, binding and enforceable obligations outstanding principal amount of the Loan Parties indebtedness evidenced by the Existing Senior Notes, together with all accrued and unpaid interest on such principal amount, are not being novated or forgiven in connection with the amendment and restatement of the Existing Note Purchase Agreement or the amendment and restatement of the Existing Senior Notes by and pursuant to the Lenders and the Administrative Agent; and (iv) all indemnification obligations terms of the Loan Parties under Second Amended and Restated Note, and such principal amount of indebtedness together with all accrued and unpaid interest thereon (A) shall remain outstanding on and after the Existing Credit Agreement Closing Date and any other “Loan Document” as defined therein shall survive be evidenced by the execution Second Amended and delivery Restated Note, (B) shall be payable in accordance with the terms of this Agreement and shall continue in full force and effect for the benefit terms of the Lenders, the Administrative AgentSecond Amended and Restated Note, and any other Person indemnified under (C) are intended to be and shall be included in the Existing Credit Agreement or such other Loan Document Obligations as defined in this Agreement, and (D) shall be and remain at any time prior to all times secured by the Closing Date. This Agreement shall not Liens granted by the Obligors in any way release or impair favor of the rights, duties, Obligations or Liens created Purchaser pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebySecurity Documents.
Appears in 1 contract
Samples: Note Purchase Agreement (Staffing 360 Solutions, Inc.)
Effect of Amendment and Restatement. The parties hereto agree that(a) As of the Effective Date, upon this Agreement becoming effective pursuant to Section 3.1shall amend, the following shall be deemed to occur or exist automaticallyand restate as amended, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, but shall be repaid not constitute a novation thereof or in full, any way impair or otherwise affect the rights or obligations of the parties thereunder (Bincluding with respect to the Loans and the representations and warranties made thereunder) each outstanding “Letter of Credit” (except as such term is defined in the rights or obligations are amended or modified hereby. The Existing Credit Agreement), if any, Agreement as amended and restated hereby shall be deemed to be a Letter of Credit issued continuing agreement among the parties, and outstanding hereunder all documents, instruments and (C) all outstanding “Term Loans” (as such term is defined agreements delivered pursuant to or in the Existing Credit Agreement) shall be repaid in full connection with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as not amended and restated by in connection with the entry of the parties into this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, each in accordance with its terms, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties date of delivery or such other date as contemplated by such document, instrument or agreement to the Lenders and same extent as if the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under modifications to the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive contained herein were set forth in an amendment to the execution and delivery Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement and shall continue in full force and effect for the benefit of the LendersAgreement, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. Each reference in the Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant Documents to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liensshall, in each case to the extent in force and effect thereunder as of the Closing Effective Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as be construed to be a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under reference to the Existing Credit Agreement as amended by this Agreement.
(b) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, nor constitute contingent or otherwise, under each of the Loan Documents to which it is a waiver party and (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents, subject to the terms thereof and notwithstanding the filing of any covenant, agreement or obligation under new Uniform Commercial Code financing statements on the Existing Credit Agreement, except Effective Date. 130 #96922345v9 Annex B to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.Amendment Agreement 2090545.02-NYCSR07A - MSW Annex B Form of Committed Loan Notice
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.15.1., from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseEffective Date: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” Term Loans (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan deemed to be made on Term Loans outstanding hereunder (as the Closing Datesame have been reallocated after giving effect to this Agreement); (iiiii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Effective Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended and restated as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among Parent, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent accruing from and after the Effective Date; (iv) this Agreement shall not in any way release or impair the rights, duties or Obligations created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Effective Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Effective Date. This Agreement shall not in any way release or impair ; (vi) the rights, duties, Obligations or Liens created pursuant to incurred under the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liensshall, in each case to the extent in force outstanding on the Effective Date, continue to be outstanding under this Agreement and effect thereunder as 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 substitution or novation of such Obligations or any of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such other rights, duties, Obligations duties and Liens are assumed, ratified and affirmed by obligations of the Borrower. The parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Term Loan Agreement (Corporate Office Properties, L.P.)
Effect of Amendment and Restatement. The Each of the parties hereto agree acknowledges and agrees that, upon the satisfaction of the conditions in Section 3.4, this Agreement becoming effective pursuant amends, restates and in all respects replaces the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any reference to Section 3.1, the following “Credit Agreement” in the other Transaction Documents shall mean and be deemed references to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Original Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement. All indebtedness, liabilities and obligations of the Borrower outstanding under the Original Credit Agreement and the Loan Notes and other Loan Documents being executed and documents delivered on the Closing Datethereunder shall, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement extent not paid on or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery closing and effectiveness of this Agreement as an amended and restated Agreement on the Amendment and Restatement Date, be extended and renewed so as to continue and be Obligations outstanding hereunder. The Original Credit Agreement and other Transaction Documents as in effect prior to the Amendment and Restatement Date shall exclusively govern all acts, representations, qualifications to representations and other rights and duties of any Relevant Party hereunder and thereunder during the period of time on and after the Original Closing Date and prior to the Amendment and Restatement Date. [***] = Certain information has been excluded from this exhibit because it is both not operate material and would likely cause harm to the company if publicly disclosed. In Witness Whereof, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. Sunnova TEP Holdings, LLC, as Borrower By: ____________________________________ Name: Title: Sunnova TE Management, LLC, as Facility Administrator By: ____________________________________ Name: Title: [Signature Page to Sunnova TEP IV A&R Warehouse Credit Agreement] [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Credit Suisse AG, New York Branch, as Administrative Agent and as a waiver of any rightFunding Agent By: _________________________________ Name: Title: By: _________________________________ Name: Title: Credit Suisse AG, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Cayman Islands Branch, as a Lender By: _________________________________ Name: Title: By: _________________________________ Name: Title: [Signature Page to Sunnova TEP IV A&R Warehouse Credit Agreement] [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Alpine Securitization LTD., nor constitute as a waiver of any covenantConduit Lender By: Credit Suisse AG, agreement or obligation under the Existing New York Branch, as attorney-in-fact By: _________________________________ Name: Title: By: _________________________________ Name: Title: [Signature Page to Sunnova TEP IV A&R Warehouse Credit Agreement, except ] [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the extent that any such covenantcompany if publicly disclosed. Silicon Valley Bank, agreement or obligation as a Funding Agent and as a Lender By: _________________________________ Name: Title: [Signature Page to Sunnova TEP IV A&R Warehouse Credit Agreement] [***] = Certain information has been excluded from this exhibit because it is no longer set forth herein or both not material and would likely cause harm to the company if publicly disclosed. LibreMax Opportunistic Value Master Fund, LP, as a Funding Agent and as a Lender By: LibreMax GP, LLC, its general partner By: LibreMax Parent GP, LLC, its managing member By: _________________________________ Name: Title: [Signature Page to Sunnova TEP IV A&R Warehouse Credit Agreement] [***] = Certain information has been excluded from this exhibit because it is modified herebyboth not material and would likely cause harm to the company if publicly disclosed. Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Paying Agent By: _________________________________ Name: Title: [Signature Page to Sunnova TEP IV A&R Warehouse Credit Agreement] [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. U.S. Bank National Association, as Verification Agent By: _________________________________ Name: Title: [Signature Page to Sunnova TEP IV A&R Warehouse Credit Agreement] [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon the effectiveness of this Agreement becoming effective pursuant to Section 3.16.01, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (ia) the Existing Credit Agreement shall be deemed to be amended terms and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in conditions of the Existing Original Credit Agreement), if anyas amended by the August 18, 2000 Amendment and Restatement, shall be repaid in fullamended as set forth herein and, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if anyso amended, shall be deemed restated in their entirety, but only with respect to be a Letter of Credit issued the rights, duties and outstanding hereunder obligations among Borrowers, the Lenders and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on Administrative Agent accruing from and after the Closing Date; (iiib) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement Agreement, as amended by the August 18, 2000 Amendment and Restatement, or any other “Loan Document” Credit Document (as defined therein therein) or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by Borrowers; (c) all indemnification obligations of Borrowers under the Borrower. The Original Credit Agreement, as amended by the August 18, 2000 Amendment and Restatement, and any other Credit Documents (as defined therein) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Original Credit Agreement, as amended by the August 18, 2000 Amendment and Restatement, or any other Loan Document (as defined therein) at any time prior to the Closing Date, (d) the Obligations incurred under the Original Credit Agreement, as amended by the August 18, 2000 Amendment and Restatement, shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or 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; (e) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Original Credit Agreement, as amended by the August 18, 2000 Amendment and Restatement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, as amended by the August 18, 2000 Amendment and Restatement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (f) any and all references to the Original Credit Agreement in each and every Collateral Document and all other Credit Documents shall, without further action of the parties, be deemed a reference to the Original Credit Agreement, as amended by the August 18, 2000 Amendment and Restatement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Catalina Lighting Inc)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon the effectiveness of this Agreement becoming effective on the Closing Date pursuant to Section 3.15.01: (a) the terms and conditions of the Original Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations between the Lenders, the following shall be deemed to occur or exist automaticallyAgent, without further action by any party hereto or otherwise: the Administrative Agent and Borrower accruing from and after the Closing Date; (ib) all "Revolving Loans" and "Line of Credit Loans" outstanding under the Existing Original Credit Agreement shall be deemed to be amended Revolving Loans and restated in its entirety pursuant to Line of Credit Loans, respectively, outstanding under this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (ivc) all indemnification obligations of the Loan Parties Borrower under the Existing Original Credit Agreement and any other “Loan Document” Documents (as defined therein in the Original Credit Agreement) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, Lenders and any other Person indemnified under the Existing Original Credit Agreement or such any other Loan Document (as defined in the Original Credit Agreement) at any time prior to the Closing Date. This Agreement shall not in any way release or impair ; (d) the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or Agent, the Administrative Agent or the Lenders under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, covenant agreement or obligation is no longer set forth herein or is modified hereby; and (e) any and all references in the Loan Documents to the Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter.
Appears in 1 contract
Samples: Revolving Credit and Line of Credit Agreement (Hughes Supply Inc)
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon the effectiveness of this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise2.1: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iiia) all terms and conditions of the Existing Loan Documents (including, without limitation, the Notes, but excluding the Prior Credit Agreement and any other “Loan Document” as defined therein, as Document amended and restated by this Agreement and the other Loan Documents being executed and delivered in its entirety on the Closing Date, ) shall be and remain in full force and effect, as so amended and restated, effect and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto to the Lenders and the Administrative Agent; (b) the terms and (iv) all indemnification obligations conditions of the Loan Parties under the Existing Prior Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and any other “Loan Document” as defined therein shall survive the execution obligations among Borrower, Lenders and delivery of this Agreement Agent accruing from and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to after the Closing Date. This ; (c) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Prior Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by Borrower; (d) all indemnification obligations of the Borrower. The Credit Parties under the Prior Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders, Agent, and any other Person indemnified under the Prior Credit Agreement or any other Loan Document at any time prior to the Closing Date; (e) the Obligations incurred under the Prior Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or 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; (f) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Prior Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Prior Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (g) any and all references in the Loan Documents to the Prior Credit Agreement shall, without further action of the parties, be deemed a reference to the Prior Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto Borrowers, Agent and the Lenders acknowledge and agree that, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: that (i) the Existing this Credit Agreement shall be deemed to be amended and restated the documents executed and delivered in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” connection herewith do not constitute a novation, payment and reborrowing, or termination of the Obligations (as such term is terms are defined in the Existing Credit Agreement, as in effect prior to the Closing Date (prior to giving effect to this Credit Agreement and the transactions contemplated by this Credit Agreement and the other Loan Documents)) or a novation, if any, shall be repaid in full, (B) each outstanding “Letter payment and reborrowing of Credit” the Loans (as such term is terms are defined in the Existing Credit AgreementAgreement as in effect prior to the Closing Date (prior to giving effect to this Credit Agreement and the transactions contemplated by this Credit Agreement and the other Loan Documents), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder ) and (Cii) all outstanding “Term Loans” the liens and security interests of the Existing Lenders securing payment of the Obligations (as such term is defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to the Obligations hereunder. The security interest in, lien upon and/or conditional assignment of rights and interest of the Borrowers and the Subsidiary Guarantors granted to the Collateral Agent pursuant to the Security Agreement are hereby ratified and shall continue from and after the date hereof and as such, shall remain in full force and effect pursuant to the Security Agreement from and after the date hereof. Concurrently with the effectiveness of the allocations and purchases provided for in SECTION 2.1, the Departing Lenders shall cease to be parties to the Existing Credit Agreement and shall be repaid released from all further obligations thereunder and shall have no further rights to or interest in full with proceeds any of a Revolving Loan the Collateral (as defined in the Existing Credit Agreement); PROVIDED, HOWEVER, that the Departing Lenders shall continue to be made on entitled to the Closing Date; (iii) all terms and conditions benefits of SECTIONS 2.8, 4.7, 4.9 AND 11.8 of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time immediately prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.[Signature Page Follows] 122
Appears in 1 contract
Samples: Credit Agreement (Wellman Inc)
Effect of Amendment and Restatement. The parties hereto agree that, upon 11.2.1. Upon the effectiveness of this Agreement becoming effective on the Effective Date pursuant to Section 3.111.1:
(a) the Commitment of First Tennessee Bank shall terminate, the following and First Tennessee Bank shall be deemed removed as a Participant for all purposes under this Agreement and all Operative documents;
(b) First Union National Bank and The Fuji Bank, Limited shall join this Agreement as Participants, and the Commitments of all Participants are amended to occur or exist automatically, without further action by any party hereto or otherwise: the Commitments defined herein;
(ic) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Prior Loan Facility - Agreement and any other “Loan Document” shall be amended as defined thereinset forth herein and, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Dateso amended, shall be and remain restated in full force and effecttheir entirety, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties but only with respect to the Lenders rights, duties and obligations between Sponsor, Servicer and Participants accruing from and after the Administrative Agent; and Effective Date;
(ivd) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens obligations created pursuant to the Existing Credit Prior Loan Facility Agreement or and any other “Loan Document” as defined therein Operative Document or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, Effective Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens obligations are assumed, ratified and affirmed by Sponsor;
(e) all indemnification obligations of Sponsor under the Borrower. The execution, Prior Loan Facility Agreement and any other Operative Documents shall survive the execution and delivery and effectiveness of this Agreement and shall not operate as a waiver continue in full force and effect for the benefit of Servicer, each Participant and any right, power or remedy of the Existing Lenders or the Administrative Agent other Person indemnified under the Existing Credit AgreementPrior Loan Facility Agreement or any other Operative Document at any time prior to the Effective Date (including, nor constitute a waiver of any covenantwithout limitation, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.in Section 9.1 of the Prior Loan Facility Agreement as in effect on the Effective Date);
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree that, upon (a) Upon this Agreement becoming effective pursuant to Section 3.1, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (ia)(i) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement Agreement) shall be deemed to be amended and restated in its entirety pursuant to this Agreement; Revolving Loans outstanding hereunder, (ii) (A) all outstanding “Revolving Swingline Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, deemed to be Swingline Loans outstanding hereunder and (Biii) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Datehereunder; (iiib) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined thereinAgreement, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing DateAgreement, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties Borrower to the Lenders and the Administrative Agent; (c) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (ivd) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair ; (e) the rights, duties, Obligations or Liens created pursuant to incurred under the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liensshall, in each case to the extent in force and effect thereunder as of outstanding on the Closing Date, except as modified hereby continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by documents, instruments and agreements executed and delivered in connection herewiththe execution of this Agreement, and all this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties, Obligations duties and Liens are assumed, ratified and affirmed by obligations of the Borrower. The parties hereunder; (f) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (g) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter.
(b) The Administrative Agent, the Lenders and the Borrower agree that the Revolving Loan Commitment (as defined in the Existing Credit Agreement) of each of the Lenders immediately prior to the effectiveness of this Agreement shall be reallocated among the Lenders such that, immediately after the effectiveness of this Agreement in accordance with its terms, the Revolving Commitment of each Lender shall be as set forth on Schedule II. In order to effect such reallocations, assignments shall be deemed to be made among the Lenders in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by the applicable Assignment and Acceptance (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any outstanding Revolving Loans (including cash settlements to those lenders party to the Existing Credit Agreement who have elected not to be a Lender under this Agreement, if any, on the Closing Date), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, such that after giving effect to this Agreement, each Lender holds Revolving Loans equal to its Pro Rata Share (based on the Revolving Commitment of each Lender as set forth on Schedule II).
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon the effectiveness of this Agreement becoming effective pursuant to Section 3.14.01, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended from and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on after the Closing Date; : (iiia) all terms and conditions of the Loan Papers (but excluding the Existing Credit Agreement and any other “Loan Document” as defined therein, as Paper amended and restated by this Agreement and the other Loan Documents being executed and delivered in its entirety on the Closing Date, ) shall be and remain in full force and effect, as so amended and restated, effect and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties Parent, the Borrower and the Borrower's Subsidiaries party thereto to Lenders and Administrative Agent; (b) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Borrower, Lenders and the Administrative AgentAgent accruing from and after the Closing Date; and (iv) all indemnification obligations of provided, however, that the Loan Parties under financial covenants contained in the Existing Credit Agreement shall be terminated and any other “Loan Document” no longer in effect as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This ; (c) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein Paper or affect the relative priorities of such Liensthereof, in each case to the extent in force and effect thereunder as of the Closing Date, Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by Borrower; (d) all indemnification obligations of the Borrower. The Borrower under the Existing Credit Agreement and any other Loan Papers shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or any other Loan Document at any time prior to the Closing Date; (e) the Obligations incurred under the Existing Credit Agreement and as modified by this Agreement, shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or 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; (f) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebyhereby and (g) any and all references in the Loan Papers to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter.
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree that, upon this Agreement becoming effective pursuant to Section 3.1Company, the following shall be deemed Lenders that are parties to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended (which constitute "Required Lenders" under and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter Bank of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined thereinAmerica, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent administrative agent under the Existing Credit Agreement, nor constitute a waiver of any covenantLaSalle, agreement or obligation as co-administrative agent under the Existing Credit Agreement, and the Administrative Agent agree that upon the effectiveness of this Agreement, (a) the Existing Credit Agreement shall be amended and restated in the form hereof (and, except for any provision of the Existing Credit Agreement that by its terms survives any termination thereof, the Existing Credit Agreement shall have no further force or effect); (b) the "Commitments" under the Existing Credit Agreement shall be superseded and replaced by the Commitments hereunder (and, except in its capacity as an Issuer or the Swing Line Lender, no "Lender" under the Existing Credit Agreement shall have any obligation to make loans or other credit extensions to the extent that Company, or to buy participations therein, in excess of its Commitment, if any, hereunder), without regard to any such covenant, agreement or obligation is no longer notice requirement set forth herein or is modified herebyin Section 2.07 of the Existing Credit Agreement; (c) the outstanding "Revolving Loans" and participation interests in other credit extensions under the Existing Credit Agreement shall be reallocated among the Lenders so that, after giving effect to such reallocation, each Lender has the proper principal amount of outstanding Loans and participation interests in other credit extensions hereunder (giving effect to any fronting arrangements) based upon its reallocated Commitment; (d) after receiving and distributing funds as provided in clause (f)(i) below, Bank of America shall cease to have any obligations in its capacity as administrative agent, and LaSalle shall cease to have any obligations in its capacity as co-administrative agent, under the Existing Credit Agreement; (e) JPMorgan, in its capacity as Administrative Agent, shall assume all responsibilities for administration of this Agreement as amended and restated; and (f) for convenience in making the reallocations described in clauses (b) and (c) above given the change in Persons acting as administrative agent, (i) the Company shall pay all amounts outstanding under the Existing Credit Agreement (other than amounts payable under Section 4.04 of the Existing Credit Agreement, which shall be (A) calculated as if all outstanding Loans under the Existing Credit Agreement were prepaid on the Effective Date rather than reallocated pursuant hereto and (B) paid by the Company to the Persons, if any, entitled thereto) to LaSalle, in its capacity as co-administrative agent under the Existing Credit Agreement (and, acting in such capacity, LaSalle shall distribute such amounts to the "Lenders" under the Existing Credit Agreement) and (ii) each Lender shall deliver to the Administrative Agent immediately available funds as if it were making new Loans on the Effective Date in the amount required to give effect to the reallocation described in clause (c) above.
Appears in 1 contract
Samples: Credit Agreement (Regis Corp)
Effect of Amendment and Restatement. The parties hereto to this Agreement agree that, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 6.1, the terms and provisions of the Existing Credit Agreement shall be deemed to be amended and hereby are amended, superseded and restated in its their entirety pursuant to by the terms and provisions of this Agreement; . This Agreement is not intended to and shall not constitute a novation. All Loans made, Letters of Credit issued and Obligations incurred, in each case, under the Existing Credit Agreement that are outstanding on the Restatement Effective Date shall continue as Loans, Letters of Credit and Obligations, respectively, under (iiand shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness of this Agreement: (Aa) all outstanding references in the “Revolving LoansLoan Documents” (as such term is defined in the Existing Credit Agreement)) to the “Administrative Agent”, if anythe “Collateral Agent”, shall be repaid in fullthe “Agreement”, (B) each outstanding the “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, ” and the “Loan Documents” shall be deemed to be a Letter of refer to the Administrative Agent, the Collateral Agent, this Agreement, the Credit issued Agreement and outstanding hereunder and the Loan Documents, (Cb) all outstanding the “Term LoansCommitments” (as such term is defined in the Existing Credit Agreement) shall be repaid redesignated as Commitments hereunder as set forth in full with proceeds of a Revolving Schedule 1.0, (c) the liens and security interests granted by any Loan Party pursuant to be made on the Closing Date; (iii) all terms and conditions any Loan Document in favor of the Existing Credit Agreement Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and (d) the Administrative Agent; and (iv) all indemnification obligations Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the Loan Parties each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Facility Credit Exposure and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit outstanding Revolving Facility Loans hereunder reflects such Lender’s Revolving Facility Credit Exposure Percentage of the outstanding Total Revolving Facility Credit Exposures on the Restatement Effective Date, (e) the Borrowers hereby agree to compensate each Lender (including the Departing Lenders) for any and all losses, costs and expenses incurred by such Lender in connection with the Administrative Agentsale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 4.14 hereof, and any other Person indemnified (f) each Departing Lender’s “Working Capital Facility Commitment” and/or “Acquisition Facility Commitment” under the Existing Credit Agreement or such other Loan Document at any time prior shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to the Closing Date. This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to it under the Existing Credit Agreement or any (other than obligations to pay fees and expenses with respect to which the Borrowers’ Agent has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Loan DocumentDocuments” as defined therein or affect the relative priorities of such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under ) and the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebyDeparting Lenders shall not be Lenders hereunder.
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Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.1Sections 3.1 and 3.2, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (Ai)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in fulldeemed to be Revolving Loans outstanding hereunder, (B) all outstanding “Swingline Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Swingline Loans outstanding hereunder, (C) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (CD) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan deemed to be made on the Closing DateTerm Loans outstanding hereunder; (iiiii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair ; (vi) the rights, duties, Obligations or Liens created pursuant to incurred under the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liensshall, in each case to the extent in force and effect thereunder as of outstanding on the Closing Date, except as modified hereby continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by documents, instruments and agreements executed and delivered in connection herewiththe execution of this Agreement, and all this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties, Obligations duties and Liens are assumed, ratified and affirmed by obligations of the Borrower. The parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (E.W. SCRIPPS Co)
Effect of Amendment and Restatement. The parties hereto agree that, upon this (a) This Agreement becoming effective pursuant to Section 3.1, does not constitute a novation of the following shall be deemed to occur obligations and liabilities under the Existing Credit Agreement or exist automatically, without further action by evidence repayment or termination of any party hereto or otherwise: such obligations and liabilities.
(b) Concurrently with the Closing Date,
(i) each Commitment (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be deemed to be amended continued under this Agreement and restated in its entirety pursuant to this Agreement; not novated;
(ii) any Existing Letters of Credit shall be deemed issued under this Agreement;
(Aiii) this Agreement, each of the other Loan Documents and all outstanding “Revolving Loans” other ancillary documents executed in connection herewith and therewith shall supersede and replace in their entirety the Existing Credit Agreement, each other Loan Document (as such term is defined in the Existing Credit Agreement), if any, ) and all ancillary documents executed in connection therewith and all such superseded agreements and ancillary documents shall be repaid in full, of no further force and effect,
(Biv) the parties hereto and each outstanding “Letter of Credit” Guarantor acknowledge and agree that the Liens created by the Mortgages (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued ) and outstanding hereunder and (C) all outstanding “Term Loans” the Security Instruments (as such term is defined in the Existing Credit Agreement) shall be repaid carried forward and evidenced by the Security Instruments and have not been released or impaired in full any way, and
(v) the Administrative Agent (as defined in the Existing Credit Agreement, the “Existing Agent”) hereby assigns, transfers and conveys to the Administrative Agent, without recourse or warranty, in its capacity as the holder, mortgagee or beneficiary of the Collateral(as defined in the Existing Credit Agreement) under or pursuant to the Loan Documents (as defined in the Existing Credit Agreement), all Liens (as defined in the Existing Credit Agreement) granted to the Existing Agent, for the ratable benefit of the Existing Agent and the Persons who have Secured Obligations (as defined in the Existing Credit Agreement) owing to them.
(c) Concurrently with proceeds of a Revolving Loan to be made on the Closing Date; , each Lender agrees that its Maximum Credit Amount and Applicable Percentage will reflect the amounts set forth on Annex I and, without prejudice to the Defaulting Lender provisions herein.
(iiid) For avoidance of doubt, all terms participations and conditions other indebtedness, obligations and liabilities outstanding under the Existing Credit Agreement immediately prior to the Closing Date shall continue to constitute participations, and other indebtedness, obligations and liabilities under this Agreement. It is the intent of the parties hereto that this Agreement amends, restates and supersedes in its entirety the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and re-evidences the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders Borrower and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties under outstanding thereunder.
(e) Each party hereto hereby waives any requirements for notice and consent required to give effect to such reallocations referenced in the Existing Credit Agreement foregoing Sections 12.21(c) and any other “Loan Document” as defined therein shall survive the execution and delivery of (d). The parties hereto have caused this Agreement and shall continue in full force and effect for the benefit to be duly executed as of the Lendersday and year first above written. as Borrower By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Executive Vice President, the Chief Financial Officer and Treasurer as Administrative Agent, Issuing Bank and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair the rightsLender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory BMO XXXXXX BANK N. A., dutiesas Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Managing Director XXXXX FARGO BANK, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” NATIONAL ASSOCIATION, as defined therein or affect the relative priorities Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director BANK OF AMERICA, N.A., as Lender By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President as Lender By: /s/ Bryce Le Foyer Name: Bryce Le Foyer Title: Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director ROYAL BANK OF CANADA, as Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory XXXXXXX XXXXX LENDING PARTNERS LLC, as Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Authorized Signatory JPMorgan Chase Bank, N.A. 17.8571 % $ 25,000,000.00 $ 178,571,428.57 BMO Xxxxxx Bank N.A. 17.8571 % $ 25,000,000.00 $ 178,571,428.57 Xxxxx Fargo Bank, National Association 17.8571 % $ 25,000,000.00 $ 178,571,428.57 Bank of such LiensAmerica, in each case to the extent in force and effect thereunder as N.A. 11.9048 % $ 16,666,666.67 $ 119,047,619.07 Natixis, New York Branch 11.9048 % $ 16,666,666.67 $ 119,047,619.07 Royal Bank of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.Canada 11.9048 % $ 16,666,666.66 $ 119,047,619.00 Xxxxxxx Xxxxx Lending Partners LLC 10.7143 % $ 15,000,000.00 $ 107,142,857.15 ARTICLE I Definitions 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional Provisions; References 3
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Halcon Resources Corp)
Effect of Amendment and Restatement. (a) The parties hereto hereby agree that, upon the effectiveness of this Agreement becoming effective pursuant to Section 3.1Agreement, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the obligations of the Borrower and the other Loan Parties, the rights and interests of the Lender, and any terms, conditions or matters related to any of the foregoing, shall be deemed to be and hereby are amended and restated in its their entirety pursuant to by the terms, conditions and provisions of this Agreement; , and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein or therein, shall be superseded by this Agreement.
(iib) (ANotwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.03(b) all outstanding “Revolving Loans” and in any other related Loan Documents (as such term is defined in the Existing Credit AgreementAgreement and referred to herein, individually or collectively, as the "Existing Loan Documents"), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (Ci) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement indebtedness, liabilities and obligations owing by any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties Person under the Existing Credit Agreement and any other “Existing Loan Document” Documents shall continue as defined therein Obligations hereunder, (ii) the grants of security interests and Liens under and pursuant to the Existing Loan Documents and the Loan Documents shall survive continue unaltered and each such Existing Loan Document and other Loan Document shall, except to the execution and delivery of extent expressly amended, restated or modified in writing in connection with this Agreement and shall Agreement, continue in full force and effect for in accordance with its terms and the benefit parties hereto hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement, (iii) each of this Agreement and the Lenders, the Administrative Agent, Term Note and any other Person indemnified Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower or any other Loan Party under the Existing Credit Agreement or such other any applicable Existing Loan Document at and none of the execution and delivery of such agreements, instruments or documents nor the consummation of any time prior other transaction contemplated hereunder or thereunder is intended to the Closing Date. This Agreement shall not in constitute a novation, satisfaction, repayment or reborrowing of any way release or impair the rights, duties, Obligations or Liens created pursuant to under the Existing Credit Agreement or of the other Existing Loan Documents or any other “Loan Document” as defined therein or affect the relative priorities of such Liensobligations thereunder, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not nor does it operate as a waiver of any right, remedy or power or remedy of the Lender under this Agreement or any other Loan Document, (iv) all references to the Existing Lenders Credit Agreement in any Loan Document or other document or instrument executed or delivered in connection therewith shall be deemed to refer to this Agreement and the Administrative Agent terms and provisions hereof and (v) all Obligations shall continue to be continuously secured by the Security Documents.
(c) It is the intent of the parties hereto that this Agreement not constitute a novation of any indebtedness, obligations and liabilities existing under the Existing Credit Agreement, nor constitute a waiver Agreement which remain outstanding or evidence repayment of any covenantof such indebtedness, agreement or obligation under obligations and liabilities and that this Agreement amend and restate in its entirety the Existing Credit AgreementAgreement and re-evidence the indebtedness, except to obligations and liabilities of the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebyBorrower outstanding thereunder.
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Effect of Amendment and Restatement. The parties hereto agree that, upon (a) Upon this Agreement becoming effective pursuant to Section 3.1, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwiseClosing Date: (ia)(i) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement Agreement) shall be deemed to be amended and restated in its entirety pursuant to this Agreement; Revolving Loans outstanding hereunder, (ii) (A) all outstanding “Revolving Swingline Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, deemed to be Swingline Loans outstanding hereunder and (Biii) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Datehereunder; (iiib) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined thereinAgreement, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing DateAgreement, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties Borrower to the Lenders and the Administrative Agent; (c) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (ivd) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This Agreement shall not in any way release or impair ; (e) the rights, duties, Obligations or Liens created pursuant to incurred under the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liensshall, in each case to the extent in force and effect thereunder as of outstanding on the Closing Date, except as modified hereby continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by documents, instruments and agreements executed and delivered in connection herewiththe execution of this Agreement, and all this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties, Obligations duties and Liens are assumed, ratified and affirmed by obligations of the Borrower. The parties hereunder; (f) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (g) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter.
(b) The Administrative Agent, the Lenders and the Borrower agree that the Revolving Loan Commitment (as defined in the Existing Credit Agreement) of each of the Lenders immediately prior to the effectiveness of this Agreement shall be reallocated among the Lenders such that, immediately after the effectiveness of this Agreement in accordance with its terms, the Revolving Commitment of each Lender (including the New Lenders) shall be as set forth on Schedule II. In order to effect such reallocations, assignments shall be deemed to be made among the Lenders (including the New Lenders) in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by the applicable Assignment and Acceptance (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender (including the New Lenders) agrees to make cash settlements in respect of any outstanding Revolving Loans (including cash settlements to those lenders party to the Existing Credit Agreement who have elected not to be a Lender under this Agreement, if any, on the Closing Date), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, such that after giving effect to this Agreement, each Lender holds Revolving Loans equal to its Pro Rata Share (based on the Revolving Commitment of each Lender as set forth on Schedule II).
Appears in 1 contract
Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit Agreement shall be deemed to be amended from and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on after the Closing Date; : (iiia) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” Document other than the Security Documents (as defined thereinin the Existing Credit Agreement), as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restatedamended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties party thereto to the Lenders and the Administrative Agent; (b) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Borrower, Lenders and Administrative Agent accruing from and after the Closing Date; (ivc) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and or any other “Loan Document” Document (as defined therein in the Existing Credit Agreement) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date. This ; (d) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not in constitute a refinancing, substitution or novation of such Obligations or any way release or impair of the other rights, duties, Obligations or Liens created pursuant duties and obligations of the parties hereunder; (e) any and all references in the Loan Documents to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liensshall, in each case to the extent in force and effect thereunder as without further action of the Closing Dateparties, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as be deemed a waiver of any right, power or remedy of the Existing Lenders or the Administrative Agent under reference to the Existing Credit Agreement, nor constitute a waiver of any covenantas amended and restated by this Agreement, agreement and as this Agreement shall be further amended or obligation amended and restated from time to time hereafter; (f) all Liens securing Indebtedness under the Existing Credit AgreementAgreement shall be released; (g) the Borrower shall be authorized to file Uniform Commercial Code termination statements, except terminating UCC financing statements that name the Administrative Agent as secured party and any Loan Party as debtor; and (h) the Administrative Agent shall execute and deliver to the extent that any Borrower, at the request and expense of Borrower, such covenantother documents, agreement instruments and releases as the Borrower may reasonably request (all of which shall be prepared by Borrower, without recourse or obligation is no longer set forth herein warranty to the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent) in order to evidence or is modified herebygive public notice of such lien terminations and releases.
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Effect of Amendment and Restatement. The parties hereto agree that, upon Upon this Loan Facility Agreement becoming effective pursuant to Section 3.113.1 and 13.2, from and after the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: Effective Date:
(i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (iia) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii1) all terms and conditions of the Existing Credit Loan Facility Agreement and any other “Loan Operative Document” as defined therein, as amended and restated by this Agreement and the other Loan Operative Documents being executed and delivered on the Closing Effective Date, shall be and remain continue in full force and effect, as so amended and restatedhereby, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties Sponsor and its Subsidiaries party thereto to the Lenders Servicer and the Administrative AgentParticipants; (2) the terms and conditions of the Existing Loan Facility shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Sponsor, Participants and the Servicer accruing from and after the Effective Date; (iv3) all indemnification obligations of the Loan Parties Sponsor and its Subsidiaries under the Existing Credit Loan Facility Agreement and or any other “Loan Operative Document” (as defined therein in the Existing Loan Facility Agreement) shall survive the execution and delivery of this Loan Facility Agreement and shall continue in full force and effect for the benefit of the LendersServicer, the Administrative AgentParticipants, and any other Person indemnified under the Existing Credit Loan Facility Agreement or such other Loan Document “Operative Document” at any time prior to the Closing Effective Date. This Agreement shall not ; (4) any and all references in any way release or impair the rights, duties, Obligations or Liens created pursuant Operative Documents to the Existing Credit Loan Facility Agreement shall, without further action of the parties, be deemed a reference to the Existing Loan Facility Agreement, as amended and restated by this Loan Facility Agreement, and as this Loan Facility Agreement shall be further amended or any other “amended and restated from time to time hereafter and (5) all Existing Loans, Existing Loan Document” as defined therein or affect the relative priorities of such LiensCommitments and Existing Notes shall, in each case to the extent in force and effect thereunder as of outstanding on the Closing Effective Date, except as modified hereby be deemed to be Loans, Loan Commitments and Notes, respectively, outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by documents, instruments and agreements executed and delivered in connection herewiththe execution of this Agreement, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of this Agreement shall not operate as constitute a waiver refinancing, substitution or novation of such Loans, Loan Commitments and Notes, or any right, power or remedy of the Existing Lenders other rights, duties and obligations of the parties hereunder; and
(b) (1) each Participant (other than Bank of America, N.A.) shall be deemed to have sold, assigned, transferred and conveyed to the Servicer, without recourse or warranty, such Participant’s undivided percentage ownership interest in the Administrative Agent under Participant’s Interest as in effect immediately prior to the Existing Credit effectiveness of this Loan Facility Agreement, nor constitute a waiver of any covenant(ii) Servicer shall be deemed to have sold, agreement or obligation under the Existing Credit Agreementassigned, except transferred and conveyed to the extent Participants (including Bank of America, N.A.), without recourse or warranty, and each Participant shall be deemed to have purchased from the Servicer, an undivided percentage ownership interest equal to each Participant’s Pro Rata Share of the Participating Commitments after giving effect to this Loan Facility Agreement in the Participant’s Interest, (iii) the Participant Fundings shall be reallocated by the Participants such that each Participant has funded its Pro Rata Share based upon its Participating Commitment after giving effect to this Amendment and (iv) the Servicer shall issue to each Participant a Participation Certificate (which shall be deemed to automatically replace any such covenant, agreement or obligation is no longer set forth herein or is modified herebyexisting Participation Certificates) reflecting the relevant Participant’s revised Participating Commitment Amount.
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Effect of Amendment and Restatement. The parties hereto agree that(a) Upon the Closing Date, upon this Agreement becoming effective pursuant to Section 3.1, the following shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i) the Existing Credit this Agreement shall be deemed to be amended amend, and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (restate as such term is defined in amended, the Existing Credit Agreement), if any, but shall be repaid not constitute a novation thereof or in full, any way impair or otherwise affect the rights or obligations of the parties thereunder (Bincluding with respect to Loans and representations and warranties made thereunder) each outstanding “Letter of Credit” except as such rights or obligations are amended or modified hereby and (ii) the Commitments (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (C) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid provided for in full with proceeds of a Revolving Loan to be made on the Closing Date; (iii) all terms and conditions of the Existing Credit Agreement shall cease to be in effect and any other “Loan Document” as defined therein, shall be replaced in full by the Commitments pursuant to this Agreement. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto.
(b) Upon the Closing Date, the Existing Revolving Credit Loans shall automatically, without any action on the part of any Person, be designated for all purposes of this Agreement and the other Loan Documents being executed as Revolving Credit Loans, and delivered the Closing Date Existing Letters of Credit shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement. The Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure in respect of the Existing Revolving Credit Loans and the Existing Letters of Credit as are necessary in order that each such Lender’s Outstanding Revolving Credit Obligations hereunder on the Closing Date reflects such Lender’s Aggregate Exposure Percentage on the Closing Date. On the Closing Date, the commitments of each Exiting Lender under the Existing Credit Agreement shall be and remain in full force and effectterminated, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iv) all indemnification obligations of the Loan Parties outstanding amounts due under the Existing Credit Agreement and any the other “Loan Document” Documents (as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or Agreement) to such other Loan Document at any time prior to Exiting Lender on the Closing Date. This Agreement Date shall be paid in full, and each Exiting Lender shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit be a Lender under this Agreement or any other “Loan Document” as defined therein or affect the relative priorities of such Liens, in (it being understood that each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower. The execution, delivery and effectiveness of Lender under this Agreement shall not operate as a waiver of any right, power or remedy have been deemed to assume the commitments of the Existing Exiting Lenders or the Administrative Agent under the Existing Credit Agreement). Concurrently therewith, nor constitute a waiver the Lenders shall be deemed to have adjusted their participation interests in any outstanding Letters of any covenantCredit so that such interests are held ratably in accordance with their Commitments as set forth in Exhibit A hereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, agreement or obligation under the Existing Credit Agreement, except pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebytransactions effected pursuant to this Section 11.20(b).
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Samples: Credit Agreement (Autonation, Inc.)
