Restatement of Existing Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in Section 7.1 have been satisfied or waived: (a) the Obligation (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, and modification of the “Obligation” (as defined in the Existing Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish the Debt arising under) the promissory notes issued pursuant to the Existing Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked “canceled and replaced”; (d) each Confirmation of Pledge Agreement executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the collateral security created or evidenced by) the “Pledge Agreement” executed and delivered by the “Debtor” named therein pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); (e) the Confirmation of Guaranty executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the “Guaranteed Debt” guaranteed by) the “Guaranty” executed and delivered pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); and (f) the entering into and performance of their respective obligations under the Loan Papers and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “Debt” under the Existing Agreement, the Security Documents, the Guaranty, or the other Loan Papers (or the collateral security therefore), all of which Debt and Collateral shall continue under and be governed by this Agreement and the other Loan Papers, except as expressly provided otherwise herein.
Appears in 7 contracts
Samples: Eighth Amended and Restated Credit Agreement (Vail Resorts Inc), Credit Agreement (Vail Resorts Inc), Credit Agreement (Vail Resorts Inc)
Restatement of Existing Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in Section 7.1 have been satisfied or waived: (a) the Obligation (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, and modification of the “Obligation” (as defined in the Existing Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish the Debt arising under) the promissory notes issued pursuant to the Existing Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked “canceled and replaced”; (d) each Confirmation of Pledge Agreement executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the collateral security created or evidenced by) the “Pledge Agreement” executed and delivered by the “Debtor” named therein pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); (e) the Confirmation of Guaranty executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the “Guaranteed Debt” guaranteed by) the “Guaranty” executed and delivered pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); and (f) the entering into and performance of their respective obligations under the Loan Papers and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “Debt” under the Existing Agreement, the Security Documents, the Guaranty, or the other Loan Papers (or the collateral security therefore), all of which Debt and Collateral shall continue under and be governed by this Agreement and the other Loan Papers, except as expressly provided otherwise herein.
Appears in 1 contract
Samples: Credit Agreement (Vail Resorts Inc)
Restatement of Existing Agreement. The parties hereto agree that, on the Closing Effective Date, after all conditions precedent set forth in Section 7.1 6.1 have been satisfied or waived: (a) the Obligation Obligations (as defined in this Agreement) representsrepresent, among other things, the restatement, renewal, amendment, extension, and modification of the “ObligationObligations” (as defined in the Existing Credit Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Credit Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish extinguish, the Debt arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes (including those of the Non-Continuing Lenders) shall be returned to the Administrative Agent promptly after the Closing Effective Date, marked “canceled and or replaced”,” and, thereafter, promptly delivered by the Administrative Agent or each such Lender to SOURCECORP; (d) each Confirmation of Pledge Agreement executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the collateral security created or evidenced by) the “Pledge Agreement” executed and delivered by the “Debtor” named therein pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); (e) the Confirmation of Master Guaranty executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the “Guaranteed DebtObligations” guaranteed by) the “Master Guaranty” executed and delivered pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); and (fe) the entering into and performance of their respective obligations under the Loan Papers Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “Debt” indebtedness under the Existing Credit Agreement, the Security Documents, the Guaranty, or the other Loan Papers (or the collateral security therefore), all of which Debt and Collateral indebtedness shall continue under and be governed by this Agreement and the other Loan PapersDocuments, except as expressly provided otherwise herein. On the Effective Date, (i) all outstanding Debt under the Existing Credit Agreement owed to any “Lender” that is not continuing as a Lender under this Agreement (each a “Non-Continuing Lender”) shall be repaid in full by SOURCECORP and such Non-Continuing Lender’s commitment under the Existing Credit Agreement shall be terminated; (ii) with respect to the “Lenders” under the Existing Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”), all outstanding Debt owed to the Continuing Lenders shall be renewed, extended and refinanced pursuant to this Agreement and the Continuing Lenders’ respective Commitments and Commitment Percentages shall be modified to reflect those set forth in this Agreement; and (iii) with respect to “Eurodollar Loans” under the Existing Credit Agreement, (x) all Interest Periods applicable thereto shall be deemed to end on the Effective Date and (y) each Continuing Lender hereby waives, effective as of the Effective Date, any loss, cost, or expense incurred as a result of the amendment and restatement of such Existing Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Sourcecorp Inc)
Restatement of Existing Agreement. The parties hereto agree that, on the Closing Effective Date, after all conditions precedent set forth in Section 7.1 5.1 have been satisfied or waived: (a) the Obligation Obligations (as defined in this Agreement) representsrepresent, among other things, the restatement, renewal, amendment, extension, and modification of the “ObligationObligations” (as defined in the Existing Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish extinguish, the Debt arising under) the promissory notes issued pursuant to the Existing Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Effective Date, marked “canceled and replaced”; (d) each Confirmation of Pledge Agreement executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the collateral security created or evidenced by) the “Pledge Agreement,” executed and and, thereafter, delivered by the “Debtor” named therein pursuant Administrative Agent or each such Lender to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); (e) the Confirmation of Guaranty executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the “Guaranteed Debt” guaranteed by) the “Guaranty” executed and delivered pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement)Borrower; and (fd) the entering into and performance of their respective obligations under the Loan Papers Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “Debt” indebtedness under the Existing Agreement, the Security Documents, the Guaranty, or the other Loan Papers (or the collateral security therefore), all of which Debt and Collateral indebtedness shall continue under and be governed by this Agreement and the other Loan PapersDocuments, except as expressly provided otherwise herein. On the Effective Date, (i) all outstanding Debt under the Existing Agreement owed to any “Lender” that is not continuing as a Lender under this Agreement (each a “Non-Continuing Lender”) shall be repaid in full by Borrower and such Non-Continuing Lender’s commitment under the Existing Agreement shall be terminated; (ii) with respect to Existing Lenders which are continuing as Lenders under this Agreement (the “Continuing Lenders”), Administrative Agent shall make appropriate allocations and adjustments in the initial funding instructions to the Lenders to reflect the modifications effected by the Loan Documents to each Continuing Lender’s Commitment and Commitment Percentage; and (iii) with respect to “Eurodollar Loans” under the Existing Agreement, (x) all Interest Periods applicable thereto shall be deemed to end on the Effective Date and (y) each Continuing Lender hereby waives, effective as of the Effective Date, any loss, cost, or expense incurred as a result of the amendment and restatement of such Existing Agreement.
Appears in 1 contract
Restatement of Existing Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in Section 7.1 SECTION 5.1 have been satisfied or waived: :
(a) the Obligation (as defined in this Agreementherein) represents, among other things, the restatement, renewal, amendment, extension, consolidation, and modification of the “"Obligation” " (as defined in the Existing Agreement); (b) this Agreement is intended to, and does hereby, restate, consolidate, renew, extend, amend, modify, supersede, and replace the Existing Agreement in its entirety; and (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, consolidate, substitute for, and supersede in their entirety (but do not extinguish extinguish, the Debt arising under) the promissory notes issued pursuant to the Existing Agreement, if any, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked “"canceled and replaced”; ," and, thereafter, delivered by Administrative Agent to Borrower. EXECUTED on the respective dates shown on the signature pages hereto, but effective as of the Closing Date. [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.] AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT EXHIBIT A-1 FORM OF AMENDED AND RESTATED REVOLVING NOTE $ August 5, 1999 ------------- FOR VALUE RECEIVED, the undersigned, MCI WORLDCOM, INC., a Georgia corporation (d"BORROWER"), hereby promises to pay to the order of ("LENDER"), at the offices of BANK OF AMERICA, N.A., as Administrative Agent under the Credit Agreement (as hereinafter described), on the Termination Date, the lesser of (i) each Confirmation ($ ) and (ii) the aggregate Principal Debt (other than under the Competitive Bid Subfacility or the Swing Line Subfacility) disbursed by Lender to Borrower and outstanding and unpaid on the Termination Date (together with accrued and unpaid interest thereon). This note has been executed and delivered under, and is subject to the terms of, the Amended and Restated 364-Day Revolving Credit and Term Loan Agreement, dated as of Pledge August 5, 1999 (as amended, modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"), among Borrower, Lender, other lenders named therein, Administrative Agent, and the other Agents, and is one of the "Notes" referred to therein. Unless defined herein, capitalized terms used herein that are defined in the Credit Agreement executed pursuant have the meaning given to such terms in the Credit Agreement. Reference is made to the Credit Agreement for provisions affecting this note regarding applicable interest rates, principal and interest payment dates, final maturity, voluntary and mandatory prepayments, acceleration of maturity, exercise of Rights, payment of attorneys' fees, court costs and other costs of collection, certain waivers by Borrower and others now or hereafter obligated for payment of any sums due hereunder and security for the payment hereof. Without limiting the immediately preceding sentence, reference is made to SECTION 3.8 of the Credit Agreement ratifies for usury savings provisions. This Amended and confirms Restated Revolving Note is an amendment, restatement, renewal, and modification (but does not extinguish or impair a novation) of, the collateral security created or evidenced by) Revolving Note (as the “Pledge Agreement” same may have been amended and replaced to the date hereof, the "Former Revolving Note"), which Former Revolving Note was executed and delivered by the “Debtor” named therein Borrower, and payable to the order of Lender pursuant to the Original Existing Agreement. This Amended and Restated Revolving Note is being issued in substitution of, and supercedes and replaces, the Former Revolving Note. THE LAWS (OTHER THAN CONFLICT-OF-LAWS PROVISIONS THEREOF) OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA SHALL GOVERN THE RIGHTS AND DUTIES OF BORROWER AND LENDER AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION HEREOF. MCI WORLDCOM, INC. By ------------------------------------- (Name) --------------------------------- (Title) -------------------------------- AMENDED AND RESTATED 364-DAY FACILITY - EXHIBIT A-1 EXHIBIT A-2 FORM OF AMENDED AND RESTATED COMPETITIVE BID NOTE August 5, 1999 FOR VALUE RECEIVED, the undersigned, MCI WORLDCOM, INC., a Georgia corporation ("BORROWER"), hereby promises to pay to the order of ___________ ("LENDER"), at the offices of BANK OF AMERICA, N.A., as Administrative Agent under the Credit Agreement (as hereinafter described):
(1) on the last day of the Interest Period for any Competitive Borrowing disbursed by Lender to Borrower under the 364-Day Facility, which Interest Period ends prior to the Termination Date, the aggregate principal amount of such Competitive Borrowing outstanding and unpaid on such last day of such Interest Period (together with accrued and unpaid interest thereon), and
(2) on the Termination Date, the aggregate principal amount of all subsequent amendments Competitive Borrowings disbursed by Lender to Borrower under this 364-Day Facility and restatements thereof outstanding and unpaid on the Termination Date (includingtogether with accrued and unpaid interest thereon). This note has been executed and delivered under, without limitationand is subject to the terms of, the Amended and Restated 364-Day Revolving Credit and Term Loan Agreement, dated as of August 5, 1999 (as amended, modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"), among Borrower, Lender, other lenders named therein, Administrative Agent, and the other Agents, and is one of the "Competitive Bid Notes" referred to therein. Unless defined herein, capitalized terms used herein that are defined in the Credit Agreement have the meaning given to such terms in the Credit Agreement. Reference is made to the Credit Agreement for provisions affecting this note regarding applicable interest rates, principal and interest payment dates, final maturity, voluntary and mandatory prepayments, acceleration of maturity, exercise of Rights, payment of attorneys' fees, court costs and other costs of collection, certain waivers by Borrower and others now or hereafter obligated for payment of any sums due hereunder and security for the payment hereof. Without limiting the immediately preceding sentence, reference is made to SECTION 3.8 of the Credit Agreement for usury savings provisions. This Amended and Restated Competitive Bid Note is an amendment, restatement, renewal, and modification (but not a novation) of, the Competitive Bid Note (as the same may have been amended and replaced to the date hereof, the "Former Competitive Bid Note"), which Former Competitive Bid Note was executed and delivered by the Borrower, and payable to the order of Lender pursuant to the Existing Agreement. This Amended and Restated Competitive Bid Note is being issued in substitution of, and supercedes and replaces, the Former Competitive Bid Note. THE LAWS (OTHER THAN CONFLICT OF LAWS PROVISIONS THEREOF) OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA SHALL GOVERN THE RIGHTS AND DUTIES OF BORROWER AND LENDER AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION HEREOF. MCI WORLDCOM, INC. By ------------------------------------- (Name) --------------------------------- (Title) -------------------------------- AMENDED AND RESTATED 364-DAY FACILITY - EXHIBIT A-2 EXHIBIT A-3 FORM OF AMENDED AND RESTATED SWING LINE NOTE $ August 5, 1999 -------------- FOR VALUE RECEIVED, the undersigned, MCI WORLDCOM, INC., a Georgia corporation ("BORROWER"); , hereby promises to pay to the order of ____________________ (e"SWING LINE LENDER") at the Confirmation offices of Guaranty executed pursuant BANK OF AMERICA, N.A., as Administrative Agent under the Credit Agreement (as hereinafter described), on the Termination Date, the aggregate principal amount of Borrowings under the Swing Line Subfacility disbursed by Swing Line Lender to this Borrower and outstanding and unpaid on the Termination Date and on such other dates as provided in the Credit Agreement ratifies (as hereinafter described) (together with accrued and confirms (but does not extinguish or impair the “Guaranteed Debt” guaranteed by) the “Guaranty” unpaid interest thereon). This note has been executed and delivered under, and is subject to the terms of, the Amended and Restated 364-Day Revolving Credit and Term Loan Agreement, dated as of August 5, 1999 (as amended, modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"), among Borrower, Swing Line Lender, other lenders named therein, Administrative Agent, and the other Agents, and is one of the "Swing Line Notes" referred to therein. Unless defined herein, capitalized terms used herein that are defined in the Credit Agreement have the meaning given to such terms in the Credit Agreement. Reference is made to the Credit Agreement for provisions affecting this note regarding applicable interest rates, terms, and conditions of Swing Line Borrowings hereunder, principal and interest payment dates, final maturity, voluntary and mandatory prepayments, acceleration of maturity, exercise of Rights, payment of attorneys' fees, court costs, and other costs of collection, certain waivers by Borrower and others now or hereafter obligated for payment of any sums due hereunder and security for the payment hereof. Without limiting the immediately preceding sentence, reference is made to SECTION 3.8 of the Credit Agreement for usury savings provisions. This Amended and Restated Swing Line Note is an amendment, restatement, renewal, and modification (but not a novation) of, the Swing Line Note (as the same may have been amended and replaced to the date hereof, the "Former Swing Line Note"), which Former Swing Line Note was executed and delivered by the Borrower, and payable to the order of Lender pursuant to the Original Agreement Existing Agreement. This Amended and all subsequent amendments Restated Swing Line Note is being issued in substitution of, and restatements thereof (including, without limitationsupercedes and replaces, the Existing Former Swing Line Note. THE LAWS (OTHER THAN CONFLICT OF LAWS PROVISIONS THEREOF) OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA SHALL GOVERN THE RIGHTS AND DUTIES OF BORROWER AND THE LENDER AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION HEREOF. MCI WORLDCOM, INC. By ------------------------------------- (Name) --------------------------------- (Title) -------------------------------- AMENDED AND RESTATED 364-DAY FACILITY - EXHIBIT A-3 EXHIBIT A-4 FORM OF TERM NOTE $ ----------- ---------------- --, ---- FOR VALUE RECEIVED, the undersigned, MCI WORLDCOM, INC., a Georgia corporation ("BORROWER"), hereby promises to pay to the order of __________________________ (the "LENDER"), at the offices of BANK OF AMERICA, N.A., as Administrative Agent for the Lender and others as hereinafter described, on the Term Loan Maturity Date, the amount of ____________________ ($_____________) (together with accrued and unpaid interest thereon). This note has been executed and delivered under, and is subject to the terms of, the Amended and Restated 364-Day Revolving Credit and Term Loan Agreement, dated as of August 5, 1999 (as amended, modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"); , among Borrower, the Lender and other lenders named therein, the Administrative Agent, and the Agents, and is a "Term Note" referred to therein. Unless defined herein, capitalized terms used herein that are defined in the Credit Agreement have the meaning given to such terms in the Credit Agreement. Reference is made to the Credit Agreement for provisions affecting this note regarding applicable interest rates, principal and interest payment dates, final maturity, voluntary and mandatory prepayments, acceleration of maturity, exercise of Rights, payment of attorneys' fees, court costs and other costs of collection, certain waivers by Borrower and others now or hereafter obligated for payment of any sums due hereunder and security for the payment hereof. Without limiting the immediately preceding sentence, reference is made to SECTION 3.8 of the Credit Agreement for usury savings provisions. THE LAWS (fOTHER THAN CONFLICT OF LAWS PROVISIONS THEREOF) OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA SHALL GOVERN THE RIGHTS AND DUTIES OF BORROWER AND THE LENDER AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION HEREOF. MCI WORLDCOM, INC. By ------------------------------------- (Name) --------------------------------- (Title) -------------------------------- AMENDED AND RESTATED 364-DAY FACILITY - EXHIBIT A-4 EXHIBIT B-1 FORM OF NOTICE OF BORROWING (OTHER THAN COMPETITIVE BORROWING OR SWING LINE BORROWING) Date: , -------------- -- ---- BANK OF AMERICA, N.A., as Administrative Agent Bank of America Plaza, 13th Floor 901 Xxxx Xxxxxx Xxxxxx, XX 00000 Xxxn: Mickxx XxXxxx Fax: (214) 000-0000 Reference is made to (i) the entering into Amended and performance Restated 364-Day Revolving Credit and Term Loan Agreement, dated as of their respective obligations under the Loan Papers and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminatedAugust 5, extinguished1999 (as amended, modified, supplemented, or discharged the “Debt” under the Existing Agreementrestated from time to time, the Security Documents"CREDIT AGREEMENT"), among the undersigned, the GuarantyLenders, or the other Loan Papers (or the collateral security therefore)Administrative Agent, all of which Debt and Collateral shall continue under and be governed by this Agreement and the other Loan PapersAgents. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned hereby gives you notice pursuant to the Credit Agreement that it requests a Borrowing (other than a Competitive Borrowing or Swing Line Borrowing) under the Credit Agreement, except as expressly provided otherwise herein.and in that connection sets forth below the terms on which such Borrowing is requested to be made:
(A) Borrowing Date(1) (A) ------- (B) Amount of Borrowing(2) (B) ------- (C) Type of Borrowing(3) (C) -------
Appears in 1 contract
Samples: 364 Day Revolving Credit and Term Loan Agreement (Mci Worldcom Inc)
Restatement of Existing Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in Section 7.1 have been satisfied or waived: (a) the Obligation (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, and modification of the “Obligation” (as defined in the Existing Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish the Debt arising under) the promissory notes issued pursuant to the Existing Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked “canceled and replaced”; (d) each Confirmation of Pledge Agreement executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the collateral security created or evidenced by) the “Pledge Agreement” executed and delivered by the “Debtor” named therein pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); (e) the Confirmation of Guaranty executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the “Guaranteed Debt” guaranteed by) the “Guaranty” executed and delivered pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); and (f) the entering into and performance of their respective obligations under the Loan Papers and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “Debt” under the Existing Agreement, the Security Documents, the Guaranty, or the other Loan Papers (or the collateral security therefore), all of which Debt and Collateral shall continue under and be governed by this Agreement and the other Loan Papers, except as expressly provided otherwise herein. VAIL HOLDINGS, INC., as Borrower By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Executive Vice President and Chief Financial Officer BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxx XxXxxxxx Xxxxx XxXxxxxx Senior Vice President BANK OF AMERICA, N.A., as an L/C Issuer, a Swing Line Lender, and a Lender By: /s/ Xxxxx XxXxxxxx Xxxxx XxXxxxxx Senior Vice President
Appears in 1 contract
Samples: Credit Agreement (Vail Resorts Inc)
Restatement of Existing Agreement. (a) Effective on the Effective Date (i) the Existing Agreement shall be deemed to be restated in the form hereof (except such provisions thereof which by their terms survive any termination thereof (without duplicating the obligations of the Borrower under this Credit Agreement)), (ii) each "Letter of Credit" outstanding under the Existing Agreement shall be deemed to be a Letter of Credit hereunder, (iii) the Commitments of the Lenders shall be reallocated in accordance with the terms hereof and each Lender shall have a direct or participation share equal to its Revolving Commitment Percentage of all outstanding Extensions of Credit (including each of the Letters of Credit referred to in clause (ii) above). The parties hereto Borrower, the Agent and the Lenders hereby agree thatthat the Borrower will pay, on the Closing Effective Date, after all conditions precedent set forth interest, fees and other amounts (including amounts payable pursuant to Section 3.11 of the Existing Agreement, assuming for such purpose that the loans under the Existing Agreement were prepaid rather than reallocated on the Effective Date) owed to each Lender which is a party to the Existing Agreement (each an "Existing Lender") under the Existing Agreement.
(b) To facilitate the reallocation described in Section 7.1 have been satisfied or waived: clause (a) above, on the Obligation Effective Date, (as defined in this Agreementi) represents, among other things, the restatement, renewal, amendment, extension, and modification of the “Obligation” (as defined in all revolving loans under the Existing Agreement); Credit Agreement shall be deemed to be Loans hereunder, (bii) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace each Existing Lender shall transfer to the Existing Agreement in its entirety; (c) Agent an amount equal to the Notesexcess, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety of such Lender's Revolving Commitment Percentage of all outstanding Loans hereunder (but do not extinguish the Debt arising under) the promissory notes issued pursuant to the Existing Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked “canceled and replaced”; (d) each Confirmation of Pledge Agreement executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the collateral security created or evidenced by) the “Pledge Agreement” executed and delivered including any Loans requested by the “Debtor” named therein pursuant to Borrower on the Original Agreement and Effective Date) over the amount of all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); (e) the Confirmation of Guaranty executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the “Guaranteed Debt” guaranteed by) the “Guaranty” executed and delivered pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); and (f) the entering into and performance of their respective obligations under the Loan Papers and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “Debt” such Lender's loans under the Existing Agreement, (iii) each of the Security Documents, Lenders not party to the Guaranty, or Existing Agreement shall transfer to the other Loan Papers Agent an amount equal to such Lender's Revolving Commitment Percentage of all outstanding Loans hereunder (or including any Loans requested by the collateral security thereforeBorrower on the Effective Date), (iv) the Agent shall apply the funds received from the Lenders pursuant to clauses (ii) and (iii), first, on behalf of the Lenders (pro rata according to the amount of the loans each is required to purchase to achieve the reallocation described in clause (a)), to purchase from each Existing Lender which has loans under the Existing Agreement in excess of such Lender's Revolving Commitment Percentage of all then-outstanding Loans hereunder (including any Loans requested by the Borrower on the Effective Date), a portion of which Debt such loans equal to such excess, second, to pay to each Existing Lender all interest, fees and Collateral other amounts (including amounts payable pursuant to Section 3.11 of the Existing Agreement, assuming for such purpose that the loans under the Existing Agreement were prepaid rather than reallocated on the Effective Date) owed to such Existing Lender under the Existing Agreement (whether or not otherwise then due) and, third, as the Borrower shall continue under direct, and be governed by this Agreement and (v) the other Loan PapersBorrower shall select new Interest Periods to apply to all Loans hereunder (or, except as expressly provided otherwise hereinto the extent the Borrower fails to do so, such Loans shall become Base Rate Loans).
Appears in 1 contract
Restatement of Existing Agreement. The parties hereto agree that, on the Closing Effective Date, after all conditions precedent set forth in Section 7.1 SECTION 5.1 have been satisfied or waived: :
(a) the Obligation Obligations (as defined in this Agreement) representsrepresent, among other things, the restatement, renewal, amendment, extension, and modification of the “Obligation” "Obligations" (as defined in the Existing Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish extinguish, the Debt arising under) the promissory notes issued pursuant to the Existing Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Effective Date, marked “"canceled and replaced”; (d) each Confirmation of Pledge Agreement executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the collateral security created or evidenced by) the “Pledge Agreement” executed and ," and, thereafter, delivered by the “Debtor” named therein pursuant Administrative Agent or each such Lender to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); (e) the Confirmation of Guaranty executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the “Guaranteed Debt” guaranteed by) the “Guaranty” executed and delivered pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement)Borrower; and (fd) the entering into and performance of their respective obligations under the Loan Papers Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “Debt” indebtedness under the Existing Agreement, the Security Documents, the Guaranty, or the other Loan Papers (or the collateral security therefore), all of which Debt and Collateral indebtedness shall continue under and be governed by this Agreement and the other Loan PapersDocuments, except as expressly provided otherwise herein.. On the Effective Date, (i) all outstanding Indebtedness under the Existing Agreement owed to any "Lender" that is not continuing as a Lender under this Agreement (each a "NON-CONTINUING LENDER") shall be repaid in full by Borrower and such Non-Continuing Lender's commitment under the Existing Agreement shall be terminated and (ii) with respect to Existing Lenders which are continuing as Lenders under this Agreement (the "CONTINUING LENDERS"), Administrative Agent shall make appropriate allocations and adjustments in the initial funding instructions to the Lenders to reflect the modifications effected by the Loan Documents to each Continuing Lender's Commitment and Commitment Percentage. ALLIED AMENDED AND RESTATED CREDIT AGREEMENT 71 77 REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW. ALLIED AMENDED AND RESTATED CREDIT AGREEMENT 72 78 SCHEDULE 2 LENDERS AND COMMITMENTS ------------------------------------------------------------------------------------------------------------ REVOLVING FACILITY COMMITMENT UPFRONT NAME AND ADDRESS OF LENDERS COMMITTED PERCENTAGE FEE SUMS ------------------------------------------------------------------------------------------------------------ Bank of America, N.A. $52,500,000.00 12.574850% $52,500.00 Financial Services 901 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxx 00000-0000 Xxxn: Shelxx X. Xxxxxx Xxx: 214-000-0000 Xxx: 214-000-0000 Xxxil: shelxx.x.xxxxxx@xxxkxxxxxxxxx.xxx ------------------------------------------------------------------------------------------------------------ Fleet National Bank $50,000,000.00 11.976048% $50,000.00 100 Xxxxxxx Xxxxxx Xxxl Stop 01-10-08 Bostxx, XX 00000 Xxxn: Robexx Xxxxxx Xxx: 617-000-0000 Xxx: 617-000-0000 Xxxil: robexx_x_xxxxxx@xxxxx.xxx ------------------------------------------------------------------------------------------------------------ First Union National Bank $50,000,000.00 11.976048% $50,000.00 One First Uniox Xxxxxx, XX0000 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Xxxn: Dan Xxxxxx Xxx: 704-000-0000 Xxx: 704-000-0000 Xxxil: dan.xxxxxx@xxxx.xxx ------------------------------------------------------------------------------------------------------------ Riggx Xxxk N.A. $50,000,000.00 11.976048% $50,000.00 808 00xx Xxxxxx XX 00xx Xxxxx Xxxxxxxxxx, XX 00000 Xxxn: Davix Xxxxx Xxx: 202-000-0000 Xxx: 202-000-0000 Xxxil: davix_xxxxx@xxxxxxxxx.xxx ------------------------------------------------------------------------------------------------------------ AMENDED AND RESTATED CREDIT AGREEMENT - SCHEDULE 2 79 ------------------------------------------------------------------------------------------------------------ REVOLVING FACILITY COMMITMENT UPFRONT NAME AND ADDRESS OF LENDERS COMMITTED PERCENTAGE FEE SUMS ------------------------------------------------------------------------------------------------------------ Chevy Chase Bank, F.S.B. $30,000,000.00 7.185629% $30,000.00 8401 Xxxxxxxxxxx Xxxxxx 0xx Xxxxx Xxxxx Xxxxx, XX 00000 Xxxn: Rich Xxxxxx Xxx: 301-000-0000 Xxx: 301-000-0000 Xxxil: ramaxxx@xxxxxxxxxxxxxx.xxx ------------------------------------------------------------------------------------------------------------ Credit Lyonnais New York Branch $40,000,000.00 9.580838% $50,000.00 1301 Xxxxxx xx xxx Xxxxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Xxxn: W. Jay Xxxxxxx Xxx: 212-000-0000 Xxx: 212-000-0000 Xxxil: buckxxx@xxxxxxxxxx.xxx ------------------------------------------------------------------------------------------------------------ Branch Banking & Trust Co. $40,000,000.00 9.580838% $50,000.00 110 X. Xxxxxxxxx Xxxx Xxxxx 000 Xxxxxxx-Xxxxx, XX 00000 Xxxn: Cory Xxxxx Xxx: 336-000-0000 Xxx: 336-000-0000 Xxxil: cboyxx@xxxxxx.xxx ------------------------------------------------------------------------------------------------------------ Deutsche Bank AG, New York Branch $30,000,000.00 7.185629% $40,000.00 31 W. 00xx Xxxxxx Xxx Xxxx, XX 00000 Xxxn: Elizxxxxx Xxxxxxxxxx Xxx: 212-000-0000 Xxx: 212-000-0000 Xxxil: elizxxxxx.xxxxxxxxxx@xx.xxx ------------------------------------------------------------------------------------------------------------ LaSalle Bank National Association $20,000,000.00 4.790419% $20,000.00 135 Xxxxx XxXxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000 Xxxn: Davix X. Xxxxxx Xxx: 312-000-0000 Xxx: 312-000-0000 Xxxil: davix.xxxxxx@xxxxxxx.xxx ------------------------------------------------------------------------------------------------------------ AMENDED AND RESTATED CREDIT AGREEMENT - SCHEDULE 2 2 80 ------------------------------------------------------------------------------------------------------------ REVOLVING FACILITY COMMITMENT UPFRONT NAME AND ADDRESS OF LENDERS COMMITTED PERCENTAGE FEE SUMS ------------------------------------------------------------------------------------------------------------ Mercantile-Safe Deposit & Trust Company $25,000,000.00 5.988024% $27,500.00 2 Hoxxxxx Xxxxx X.O. Box 1477 Baltimore, MD 21203 Attn: Jamex X. Xxxxx Xxx: 410-000-0000 Xxx: 410-000-0000 Xxxil: jamex.xxxxx@xxxxxxxxxx.xxx ------------------------------------------------------------------------------------------------------------ U.S. Bank National Association $20,000,000.00 4.790419% $20,000.00 One Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxx XXXX0000 000 Xxxx Xxxxxx Xxxxx Xxxxxxx, IL 60601 Attn: R. Michxxx Xxxxxx Xxx: 312-000-0000 Xxx: 312-000-0000 Xxxil: michxxx.xxxxxx@xxxxxx.xxx ------------------------------------------------------------------------------------------------------------ Firstrust Bank $10,000,000.00 2.395210% $10,625.00 15 E. Xxxxx Xxxx Xxxxxxxxxxxx, XX 00000 Xxxn: John X. Xxxxxxxxxxxxx Xxx: 610-000-0000 Xxx: 610-000-0000 Xxxil: jholxxxx@xxxxxxxxx.xxx ------------------------------------------------------------------------------------------------------------ Totals $417,500,000.00 100.000000% $450,625.00 ------------------------------------------------------------------------------------------------------------ AMENDED AND RESTATED CREDIT AGREEMENT - SCHEDULE 2 3 81 SCHEDULE 6.1(a) QUALIFICATION No representations or warranties are made under Section 6.1(a) as to the following Subsidiary: Allied Capital Beteiligungsberatung GmbH AMENDED AND RESTATED CREDIT AGREEMENT - SCHEDULE 6.1(a) 82 SCHEDULE 6.1(b) OWNERSHIP STRUCTURE
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