Lender Transactions. (a) Each Current Lender hereby sells, transfers and assigns to the other Current Lenders and the New Lenders, and each other Current Lender and each New Lender hereby purchases, assumes and undertakes from such Current Lender, without recourse and without representation or warranty (except as provided in this Section 1) a percentage equal to the percentage set forth opposite such Lender’s name on Schedule I hereto under the column “Pro Rata Shares Purchased on the Amendment Effective Date” of (i) the Maximum Loan Amount and the Loans of such Current Lender and (ii) all related rights, benefits, obligations, liabilities and indemnities of such Current Lender under and in connection with the Credit Agreement, each Guaranty, the Mortgages, each other Security Document and the other Loan Documents and all Collateral and other security for the Obligations. (b) Upon the effectiveness of this Amendment and by its execution and delivery hereof, each of the New Lenders shall be a party to the Credit Agreement, shall have all the rights and obligations of a “Lender” under the Credit Agreement and the other Loan Documents as if each were a signatory thereto, and shall agree, and does hereby agree, to be bound by the terms and conditions set forth in the Credit Agreement and the other Loan Documents to which the Lenders are a party, in each case, as if each were a signatory thereto. (c) Each of the New Lenders hereby represents and warrants as follows: (i) such New Lender has fully reviewed the terms of the Credit Agreement and the other Loan Documents, copies of which, together with copies of the documents which were required to be delivered as a condition to the making of the initial Loans thereunder, have been delivered to such New Lender by the Administrative Agent, and such New Lender has independently and without reliance upon any other Lender or the Administrative Agent, and based on such information as such New Lender has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and (ii) if such New Lender is not incorporated, formed or organized under the laws of the United States of America or a state thereof, such New Lender has contemporaneously herewith delivered to the Administrative Agent and the Company such documents as are required by the Credit Agreement. Each of the New Lenders hereby (x) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (y) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement or any other Loan Document are required to be performed by it as a Lender. (d) Each of the New Lenders and each of the Current Lenders hereby advise each other party hereto that its respective address for notices and its respective Lending Office(s) shall be as set forth below its name on its respective signature page hereto. (e) Upon the effectiveness of this Amendment and by its execution and delivery hereof, each of Credit Suisse, Cayman Islands Branch and Lxxxxx Commercial Paper Inc. shall resign as Co-Documentation Agent under the Credit Agreement and Fortis Capital Corp. shall become Documentation Agent under the Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Venoco, Inc.)
Lender Transactions. (a) Each Current Lender hereby sells, transfers and assigns to the other Current Lenders and the New Lenders, and each other Current Lender and each New Lender hereby purchases, assumes and undertakes from such Current Lender, without recourse and without representation or warranty (except as provided in this Section 1) a percentage equal to the percentage set forth opposite such Lender’s name on Schedule I hereto under the column “Pro Rata Shares Commitment Percentages Purchased on the Amendment Effective Date” of (i) the Maximum Loan Amount and Commitments, the Loans and rights in respect of Reimbursement Obligations of such Current Lender and (ii) all related rights, benefits, obligations, liabilities and indemnities of such Current Lender under and in connection with the Credit Agreement, each Guaranty, the Mortgages, each other Security Document Instrument and the other Loan Documents and all Collateral and other security for the Obligations.
(b) Upon the effectiveness of this Amendment and by its execution and delivery hereof, each of the New Lenders shall be a party to the Credit Agreement, shall have all the rights and obligations of a “Lender” under the Credit Agreement and the other Loan Documents as if each were a signatory thereto, and shall agree, and does hereby agree, to be bound by the terms and conditions set forth in the Credit Agreement and the other Loan Documents to which the Lenders are a party, in each case, as if each were a signatory thereto.
(c) Each of the New Lenders hereby represents and warrants as follows:
(i) such New Lender has fully reviewed the terms of the Credit Agreement and the other Loan Documents, copies of which, together with copies of the documents which were required to be delivered as a condition to the making of the initial Loans thereunder, have been delivered to such New Lender by the Administrative Agent, and such New Lender has independently and without reliance upon any other Lender Lender, the Agent or the Administrative Collateral Agent, and based on such information as such New Lender has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and (ii) if such New Lender is not incorporated, formed or organized under the laws of the United States Sates of America or a state thereof, such New Lender has contemporaneously herewith delivered to the Administrative Agent and the Company Borrower such documents as are required by the Credit Agreement. Each of the New Lenders hereby (x) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (y) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement or any other Loan Document are required to be performed by it as a Lender.
(d) Each of the New Lenders and each of the Current Lenders hereby advise each other party hereto that its respective address for notices and its respective Lending Office(s) shall be as set forth below its name on its respective signature page hereto.
(e) Upon the effectiveness of this Amendment and by its execution and delivery hereof, each of Credit Suisse, Cayman Islands Branch and Lxxxxx Commercial Paper Inc. shall resign as Co-Documentation Agent under the Credit Agreement and Fortis Capital Corp. shall become Documentation Agent under the Credit Agreement.Section 4.6
Appears in 1 contract
Samples: Credit Agreement (KCS Energy Inc)
Lender Transactions. (a) Each Current Lender hereby sells, transfers and assigns to the other Current Lenders and the New Lenders, and each other Current Lender and each New Lender hereby purchases, assumes and undertakes from such Current Lender, without recourse and without representation or warranty (except as provided in this Section 1) a percentage equal to the percentage set forth opposite such Lender’s 's name on Schedule I hereto under the column “"Pro Rata Shares Purchased on the Amendment Effective Date” " of (i) the Maximum Loan Amount and the Loans of such Current Lender and (ii) all related rights, benefits, obligations, liabilities and indemnities of such Current Lender under and in connection with the Credit Agreement, each Guaranty, the Mortgages, each other Security Document and the other Loan Documents and all Collateral and other security for the Obligations.
(b) Upon the effectiveness of this Amendment and by its execution and delivery hereof, each of the New Lenders shall be a party to the Credit Agreement, shall have all the rights and obligations of a “"Lender” " under the Credit Agreement and the other Loan Documents as if each were a signatory thereto, and shall agree, and does hereby agree, to be bound by the terms and conditions set forth in the Credit Agreement and the other Loan Documents to which the Lenders are a party, in each case, as if each were a signatory thereto.
(c) Each of the New Lenders hereby represents and warrants as follows:
(i) such New Lender has fully reviewed the terms of the Credit Agreement and the other Loan Documents, copies of which, together with copies of the documents which were required to be delivered as a condition to the making of the initial Loans thereunder, have been delivered to such New Lender by the Administrative Agent, and such New Lender has independently and without reliance upon any other Lender or the Administrative Agent, and based on such information as such New Lender has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and (ii) if such New Lender is not incorporated, formed or organized under the laws of the United States of America or a state thereof, such New Lender has contemporaneously herewith delivered to the Administrative Agent and the Company such documents as are required by the Credit Agreement. Each of the New Lenders hereby (x) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (y) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement or any other Loan Document are required to be performed by it as a Lender.
(d) Each of the New Lenders and each of the Current Lenders hereby advise each other party hereto that its respective address for notices and its respective Lending Office(s) shall be as set forth below its name on its respective signature page hereto.
(e) Upon the effectiveness of this Amendment and by its execution and delivery hereof, each of Credit Suisse, Cayman Islands Branch and Lxxxxx Xxxxxx Commercial Paper Inc. shall resign as Co-Documentation Agent under the Credit Agreement and Fortis Capital Corp. shall become Documentation Agent under the Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Venoco, Inc.)
Lender Transactions. (a) Each Current Lender hereby sells, transfers and assigns to the other Current Lenders (other than the Exiting Lender) and the New Lenders, and each other Current Lender (other than the Exiting Lender) and each New Lender hereby purchases, assumes and undertakes from such Current Lender, without recourse and without representation or warranty (except as provided in this Section 12) a percentage equal to the percentage set forth opposite such Lender’s 's name on Schedule I hereto under the column “"Lender's Pro Rata Shares Purchased on Share at the Amendment Effective Date” " of (i) the Maximum Loan Amount and the Loans of such Current Lender and (ii) all related rights, benefits, obligations, liabilities and indemnities of such Current Lender under and in connection with the Credit Agreement, each Guaranty, the Mortgages, each other Security Document and the other Loan Documents and all Collateral and other security for the ObligationsObligations (the "Assigned Interest").
(b) Upon the effectiveness of this Amendment and by its execution and delivery hereof, each of the New Lenders shall be a party to the Credit Agreement, shall have all the rights and obligations of a “"Lender” " under the Credit Agreement and the other Loan Documents as if each were a signatory thereto, and shall agree, and does hereby agree, to be bound by the terms and conditions set forth in the Credit Agreement and the other Loan Documents to which the Lenders are a party, in each case, as if each were a signatory thereto.
(c) Upon effectiveness of this Amendment and by its execution and delivery hereof, the Exiting Lender is released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to the date hereof and the Exiting Lender shall cease to be a party to the Credit Agreement. Notwithstanding any other provisions hereof or in any other agreement, the Borrower shall remain fully liable to the Exiting Lender or to any of its Indemnified Persons with respect to all valid and existing obligations and liabilities, if any, regarding indemnification and reimbursement of fees, expenses and other obligations created or evidenced by the Credit Agreement and arising prior to the date hereof; provided, however, such obligations and liabilities are not secured by the existing Loan Documents.
(d) Each of the New Lenders hereby represents and warrants as follows:
: (i) such New Lender has fully reviewed the terms of the Credit Agreement and the other Loan Documents, copies of which, together with copies of the documents which were required to be delivered as a condition to the making of the initial Loans thereunder, have been delivered to such New Lender by the Administrative Agent, and such New Lender has independently and without reliance upon any other Lender or the Administrative Agent, and based on such information as such New Lender has deemed appropriate, made its own credit analysis and decision to enter into this Amendment Agreement and (ii) if such New Lender is not incorporated, formed or organized under the laws of the United States of America or a state thereof, such New Lender has contemporaneously herewith delivered to the Administrative Agent and the Company such documents as are required by the Credit Agreement. Each of the New Lenders hereby (x) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (y) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement or any other Loan Document are required to be performed by it as a Lender.
(e) Each of the Current Lenders (a) represents and warrants that (i) it is the legal and beneficial owner of its respective Assigned Interest, (ii) such Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, any of its Subsidiaries or any other obligor or the performance or observance by the Company, any of its Subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (d) attaches any Note held by it evidencing the Assigned Interest and (1) requests that the Administrative Agent, upon request by any New Lender, request that the Company exchange the attached Note (if any) for a new Note payable to such New Lender and (2) requests that the Administrative Agent request that the Company exchange the attached Note for a new Note payable to such Current Lender, in each case in amounts which reflect the assignments being made hereby.
(f) Each of the New Lenders and each of hereby advises the Current Lenders hereby advise each other party parties hereto that its respective address for notices and its respective Lending Office(s) shall be as set forth below its name on its respective signature page hereto.
(e) Upon the effectiveness of this Amendment and by its execution and delivery hereof, each of Credit Suisse, Cayman Islands Branch and Lxxxxx Commercial Paper Inc. shall resign as Co-Documentation Agent under the Credit Agreement and Fortis Capital Corp. shall become Documentation Agent under the Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Venoco, Inc.)
Lender Transactions. (a) Each Current Lender hereby sells, transfers and assigns to the other Current Lenders and the New Lenders, and each other Current Lender and each New Lender hereby purchases, assumes and undertakes from such Current Lender, without recourse and without representation or warranty (except as provided in this Section 1) a percentage equal to the percentage set forth opposite such Lender’s 's name on Schedule I hereto under the column “"Pro Rata Shares Purchased on the First Amendment Effective Date” " of (i) the Maximum Loan Amount and the Loans of such Current Lender and (ii) all related rights, benefits, obligations, liabilities and indemnities of such Current Lender under and in connection with the Credit Agreement, as amended hereby, each Guaranty, the Mortgages, each other Security Document and the other Loan Documents and all Collateral and other security for the Obligations.
(b) Upon the effectiveness of this First Amendment and by its execution and delivery hereof, each of the New Lenders shall be a party to the Credit Agreement, as amended hereby, shall have all the rights and obligations of a “"Lender” " under the Credit Agreement Agreement, as amended hereby, and the other Loan Documents as if each were a signatory thereto, and shall agree, and does hereby agree, to be bound by the terms and conditions set forth in the Credit Agreement Agreement, as amended hereby, and the other Loan Documents to which the Lenders are a party, in each case, as if each were a signatory thereto.
(c) Each of the New Lenders hereby represents and warrants as follows:
(i) such New Lender has fully reviewed the terms of the Credit Agreement Agreement, this First Amendment and the other Loan Documents, copies of which, together with copies of the documents which were required to be delivered as a condition to the making of the initial Loans thereunder, have been delivered to such New Lender by the Administrative Agent, and such New Lender has independently and without reliance upon any other Lender or the Administrative Agent, and based on such information as such New Lender has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment and (ii) if such New Lender is not incorporated, formed or organized under the laws of the United States of America or a state thereof, such New Lender has contemporaneously herewith delivered to the Administrative Agent and the Company such documents as are required by the Credit Agreement, including Section 10.10 of the Credit Agreement. Each of the New Lenders hereby (x) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (y) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement Agreement, as amended hereby, or any other Loan Document are required to be performed by it as a Lender.
(d) Each of the New Lenders and each of the Current Lenders hereby advise each other party hereto that its respective address for notices and its respective Lending Office(s) shall be as set forth below its name on its respective signature page hereto.
(e) Upon In furtherance of the foregoing transactions, the Company agrees that upon the request to the Administrative Agent by any Lender, the Company will promptly execute and deliver to such Lender a Note evidencing the Loans of such Lender with appropriate insertions as to date and principal amount; provided, however, that delivery of Notes shall not be a condition precedent to the occurrence of the First Amendment Effective Date. The amount of principal owning on any Lender's Note, if any, at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Any Note shall be issued in renewal, modification and extension but not novation and discharge of indebtedness of the Company under, and evidenced by, that certain promissory note dated April 2, 2007 in the principal amount of $125,000,000 executed by the Company payable to Bank of Montreal.
(f) As a result of the transactions effected by this Section 1, upon effectiveness of this Amendment and by its execution and delivery hereofFirst Amendment, each for purposes of Credit Suisse, Cayman Islands Branch and Lxxxxx Commercial Paper Inc. shall resign as Co-Documentation Agent under the Credit Agreement and Fortis Capital Corp. shall become Documentation Agent under Section 2.1(a) of the Credit Agreement, as amended hereby, and for all other purposes of the Credit Agreement, as amended hereby, each Lender's Maximum Loan Amount and Pro Rata Share shall be as set forth in Schedule I hereto.
Appears in 1 contract
