New Bank. The New Bank agrees with the Borrowers, the Banks and the Agent that (i) it will abide by the terms of the Original Loan Agreement as amended hereby, and (ii) the Loan Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against it.
New Bank. Upon execution and delivery of this Amendment by the parties hereto, the New Bank shall be a Bank for all purposes of the Credit Agreement.
New Bank. With effect from the Effective Date it is agreed by each of the parties to this letter that XX Xxxxxx shall accede to the Amended Facility Letter as a New Bank pursuant to paragraph 7 (New Banks) of the Amended Facility Letter and shall benefit from and shall be subject to all the rights and obligations applicable to the Banks as set out in the Amended Facility Letter.
New Bank. Bank of America, N.A. shall become and is hereby added as a “Bank” under the Credit Agreement.
New Bank. The Bank of Nova Scotia (“Scotia Bank”) shall become and is hereby added as a “Bank” under the Credit Agreement. By executing this Amendment below, Scotia Bank (i) agrees that it is a party to the Credit Agreement, having all the rights and obligations of a Bank thereunder and under the other Credit Documents, including, without limitation, the obligation to make Revolving Credit Loans, and (ii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto.
New Bank. Effective as of the Twelfth Amendment Effective Date, the New Bank hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Bank thereunder and under each and every other Loan Paper to which any Bank is required to be bound by the Credit Agreement, to the same extent as if the New Bank were an original signatory thereto. The New Bank hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. The New Bank represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Twelfth Amendment, to consummate the transactions contemplated hereby and to become a Bank under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Twelfth Amendment and to become a Bank on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Bank, and (c) from and after the Twelfth Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Papers and have the rights and obligations of a Bank thereunder. The New Bank hereby agrees that upon the effectiveness of this Twelfth Amendment, from and after the Twelfth Amendment Effective Date, it shall have the Maximum Credit Amount, Elected Revolving Commitment and Applicable Revolving Commitment Percentage in the amount shown opposite its name Schedule 1 to the Credit Agreement (as amended hereby).
New Bank. 6.1 Subject to Clause 4 above, on the Effective Date:
(a) Each of the New Banks shall become a Bank under the Facility Agreement and will be bound by the provisions of the Facility Agreement as if it were an original party thereto in the capacity as Underwriter, Swingline Bank and Tender Panel Member.
(b) The Commitment of each New Bank in its capacity as Underwriter shall be the amount in Dollars set opposite its name in Schedule 1.
(c) Each of the New Banks:
(i) represents and warrants that it is a bank whose ordinary business is or includes the making of, or the participating in, Sterling and Eurocurrency loans;
(ii) confirms that it has received a copy of the Facility Agreement together with such other documents and information as it has requested in connection with this transaction;
(iii) agrees that it has not relied and will not rely on any other Contracting Party to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of any Borrower or any other party to the Facility Agreement or any other Finance Documents; and
(iv) makes the representations and warranties set forth in Clause 15.4(d) of the Facility Agreement and undertakes the obligations set forth in Clause 15.4(e) of the Facility Agreement.
New Bank. Non-Pro-Rata Reduction in Bank Outstanding Principal Amount and Commitment; Banks' Commitments. Subject to the occurrence of the Amendment Effective Date (as defined below) and effective on such date:
2.01. Each of the parties hereto agrees that the New Bank is a "Bank" party to the Credit Agreement with all of the rights and obligations of a "Bank" under the Credit Agreement, and each reference to "Bank" in the Credit Agreement and all other Basic Documents shall for all purposes include the New Bank. The New Bank hereby agrees to be bound by all of the terms and provisions of the Credit Agreement applicable to "Banks".
2.02. Each Bank that has not made a Loan or that has made Loans, the outstanding principal amount of which are ratably ("Ratably") less than the outstanding principal amount of Loans made by other Banks (the "Other Banks"), in each case as determined in accordance with such Bank's Loans outstanding (before giving effect to this Amendment) in proportion to its Commitments (after giving effect to this Amendment), shall fund its portion of the Loans in an amount that will result in the aggregate outstanding principal amount of all Loans being allocated Ratably among the Banks and, accordingly, the Other Bank's Loans shall be reduced Ratably by such fundings.
New Bank. Non-Pro-Rata Reduction in Bank Outstanding Principal Amount and Commitment; Banks' Commitments. Subject to the occurrence of the Amendment Effective Date (as defined below) and effective on such date:
2.01. Each of the parties hereto agrees that the New Bank is a "Bank" party to the Credit Agreement with all of the rights and obligations of a "Bank" under the Credit Agreement, and each reference to "Bank" in the Credit Agreement and all other Basic Documents shall for all purposes include the New Bank. The New Bank hereby agrees to be bound by all of the terms and provisions of the Credit Agreement applicable to "Banks".
2.02. Each of the parties hereto agrees that the Company may (i) prepay any outstanding principal amount owed to Standard Chartered Bank under the Credit Agreement without prepaying any outstanding principal amount owed to any other Bank, (ii) use proceeds of the Loans to make the prepayments contemplated in clause (i) hereof and (iii) terminate the Commitment of Standard Chartered Bank without terminating or reducing the Commitment of any other Bank, in each case upon delivery of notice in accordance with Section 4.05 of the Credit Agreement.
2.03. Each of the parties hereto agrees that the aggregate Commitment of the Banks as of the date hereof shall be reduced to $50,000,000 and shall be allocated among the Banks in the following respective amounts: Bank Commitment JPMorgan Chase Bank $25,000,000 Citicorp USA, Inc. $15,000,000 Xxxxx Brothers Xxxxxxxx & Co. $10,000,000
2.04. Each Bank shall make its portion of the Loans contemplated in clause (ii) of Section 2.02 in an amount that will result in the aggregate outstanding principal amount of all Loans being allocated pro rata among the Banks according to the amounts of their respective Commitments.
2.05. The New Bank (i) represents and warrants to the Administrative Agent and each Continuing Bank that it has received a copy of the Credit Agreement and each other Basic Document, (ii) agrees that it has, independently and without reliance on the Administrative Agent or any Continuing Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Company and its Subsidiaries and decision to enter into the Credit Agreement and this Amendment No. 3 and Limited Waiver, and (iii) confirms its obligations under Section 10.06 of the Credit Agreement.
2.06. The Company agrees to execute and deliver a new Note to Citicorp USA, Inc. reflecting the ...
New Bank. 6.1 Subject to Clause 4 above, on the Effective Date:
(a) Each of the New Banks shall become a Bank under the Facility Agreement and will be bound by the provisions of the Facility Agreement as if it were an original party thereto in the capacity as a Bank.
(b) The Commitment of each New Bank in its capacity as a Bank shall be the amount in Dollars set opposite its name in Schedule 1.
(c) Each of the New Banks:
(i) represents and warrants that it is a bank whose ordinary business is or includes the making of, or the participating in, Sterling and Eurocurrency loans;
(ii) confirms that it has received a copy of the Facility Agreement together with such other documents and information as it has requested in connection with this transaction;
(iii) agrees that it has not relied and will not rely on any other Contracting Party to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of any Borrower or any other party to the Facility Agreement or any other Finance Documents; and
(iv) makes the representations and warranties set forth in Clause 11.4(d) of the Facility Agreement and undertakes the obligations set forth in Clause 11.4(e) of the Facility Agreement.
