New First Lien Credit Agreement and New Second Lien Credit Agreement Sample Clauses

New First Lien Credit Agreement and New Second Lien Credit Agreement. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company shall enter into the New First Lien Credit Agreement. The New First Lien Credit Agreement shall (i) be in a principal amount not in excess of three hundred million dollars ($300,000,000), (ii) have a term no less than five (5) years, (iii) have amortization not in excess of one percent (1%) per annum and (iv) otherwise be in form and substance reasonably acceptable to the Supporting Noteholders. (b) At the request of the Company, in order to facilitate the marketing and implementation of the New First Lien Term Loan and to significantly reduce the Company’s going forward interest costs, upon the terms and subject to the conditions of this Agreement, at the Closing, the Company and ASOF shall enter into the New Second Lien Credit Agreement. ASOF shall be the sole lender under the New Second Lien Term Loan. The New Second Lien Credit Agreement shall be in form and substance acceptable to ASOF, in its sole and absolute discretion, and, unless otherwise agreed by ASOF, shall have the terms set forth on Exhibit D. (c) In consideration for its commitment to fund the New Second Lien Term Loan, ASOF shall receive a commitment fee (the “Second Lien Upfront Fee”), payable in cash, in an amount equal to seven hundred fifty thousand dollars ($750,000). The Second Lien Upfront Fee shall be deemed to be fully earned upon execution of this Agreement and shall be payable upon execution of this Agreement. (d) In consideration for its commitment to fund the New Second Lien Term Loan, ASOF shall receive a commitment fee (the “Second Lien Commitment Fee”), payable in cash, in an amount equal to two million five hundred thousand dollars ($2,500,000). The Second Lien Commitment Fee shall be deemed to be fully earned upon execution of this Agreement and shall be payable upon the earlier to occur of (i) the Closing and (ii) one (1) Business Day following termination of this Agreement pursuant to its terms, other than because of a termination by the Company pursuant to Section 6.02(e) as a result of a breach by ASOF; provided, that upon the Closing, and provided that ASOF is the sole lender under the New Second Lien Term Loan, ASOF shall waive the Company’s obligation to pay the Second Lien Commitment Fee pursuant to this Section 1.03(d). For the avoidance of doubt, the payment of the Second Lien Commitment Fee shall not prevent ASOF from exercising any and all remedies available to it ...
Sample 1
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Related to New First Lien Credit Agreement and New Second Lien Credit Agreement

  • Revolving Credit Agreement The Agent shall have received this Agreement duly executed and delivered by each of the Banks and the Company and each of the Banks shall have received a fully executed Committed Note and a fully executed Bid Note, if such Notes are requested by any Bank pursuant to Section 12.9.

  • Existing Credit Agreement On the date of this Agreement, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall be replaced hereby; provided that the Borrower, the Administrative Agent and the Lenders agree that on the date of the initial funding of Loans hereunder, the loans and other Indebtedness of the Borrower under the Existing Credit Agreement shall be renewed, rearranged, modified and extended with the proceeds of the initial funding and the “Commitments” of the lenders under the Existing Credit Agreement shall be superseded by this Agreement and terminated. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. The terms and conditions of this Agreement and the Administrative Agent’s, the Lenders’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement and in respect of the Existing Letters of Credit. The undersigned hereby waive (i) any right to receive any notice of such termination, (ii) any right to receive any notice of prepayment of amounts owed under the Existing Credit Agreement, and (iii) any right to receive compensation under Section 5.02 of the Existing Credit Agreement in respect of Eurodollar Loans outstanding under the Existing Credit Agreement resulting from such rearrangement. Each Lender that was a party to the Existing Credit Agreement hereby agrees to return to the Borrower, with reasonable promptness, any promissory note delivered by the Borrower to such Lender in connection with the Existing Credit Agreement.

  • Credit Agreement (a) Capitalized terms used in this Agreement and not otherwise defined herein have the respective meanings assigned thereto in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein. The term “instrument” shall have the meaning specified in Article 9 of the New York UCC. (b) The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement.

  • to Credit Agreement COLLATERAL REPORTS Borrower shall deliver or cause to be delivered the following:

  • Amendment of Credit Agreement (a) Effective as of the First Incremental Term Facility Amendment Effective Date, the Credit Agreement is hereby amended as follows: (i) The following definitions are hereby added in the appropriate alphabetical order to Section 1.01:

  • Loan Document Pursuant to Existing Credit Agreement This Amendment is a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with all of the terms and provisions of the Existing Credit Agreement, as amended hereby, including Article IX thereof.

  • Credit Agreements Schedule II is a complete and correct list, as of the date of this Agreement, of each credit agreement, loan agreement, indenture, purchase agreement, guarantee or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or guarantee by, the Company or any of its Material Subsidiaries the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $150,000,000 and the aggregate principal or face amount outstanding or which may become outstanding under each such arrangement is correctly described in Schedule II.

  • Loan Document Pursuant to Credit Agreement This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement.

  • Amendment to Credit Agreement (a) As of the Effective Date (as defined herein), Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in their appropriate alphabetical order:

  • 01 of the Credit Agreement Section 1.01 of the Credit Agreement is hereby amended as follows:

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