Second Amendment and Restatement Clause Samples
Second Amendment and Restatement. Each of the parties hereto acknowledge and agree that, upon the satisfaction of the conditions in Section 3.1, on the Second Amendment and Restatement Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the Existing Obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Second Amendment and Restatement Date), (ii) the representations and warranties made by the Borrower prior to the Second Amendment and Restatement Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Second Amendment and Restatement Date (including any failure, prior to the Second Amendment and Restatement Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Potential Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Second Amendment and Restatement Date. It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Obligations” under the Transaction Documents and that all “Obligations” of the Borrower hereunder shall continue to be secured by Liens evidenced under the Security Agreement, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Transaction Documents shall apply to all of the obligations incurred under the Existing Credit Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Transaction Document, each of the Transaction Documents shall continue in full force and effect and, from and after the Second Amendment and Restatement Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement. Additionally, in connection with the foregoing...
Second Amendment and Restatement. This Agreement amends, restates and supersedes the Amended and Restated Common Terms Agreement in its entirety. [Remainder of page intentionally blank. Next page is signature page.]
Second Amendment and Restatement. TCW and the other Members hereby amend and restate the Amended LLC Agreement in the form of this Second Amended and Restated Limited Liability Company Agreement (as so amended and restated and as amended from time to time hereafter, and including Appendices I and II hereto, the “LLC Agreement” or this “Agreement”) and agree to carry on a limited liability company subject to the terms of this Agreement in accordance with the Delaware Act.
Second Amendment and Restatement. This Second Amendment and Restatement, upon becoming effective when so provided in Section 5.4, will constitute an amendment and restatement of the Existing Credit Agreement and will supersede the Existing Credit Agreement in its entirety. Notwithstanding that this Second Amendment and Restatement is dated as of February 9, 2016 and has been executed by the parties hereto, it shall only become effective if and when so provided in Section 5.4.
Second Amendment and Restatement. Original Facility Agreement
Second Amendment and Restatement. (i) The Parties hereby agree that upon the effectiveness of this amended and restated Agreement, the terms and provisions of the Amended Trucking TSA which in any manner govern or evidence the obligations, the rights and interests of the Parties and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Amended Trucking TSA, except as otherwise expressly provided herein, shall be superseded by this amended and restated Agreement.
(ii) Notwithstanding this amendment and restatement of the Amended Trucking TSA, (i) all of the liabilities and obligations owing to either Party by the other under the Amended Trucking TSA shall continue as liabilities and obligations hereunder, and (ii) this amended and restated Agreement is given as a substitution of, and not as a payment, release or discharge of, the liabilities and obligations of either Party under the Amended Trucking TSA and neither the execution and delivery of this amended and restated Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Amended Trucking TSA or any obligations thereunder.
Second Amendment and Restatement. In order to facilitate the Second Amendment and Restatement:
Second Amendment and Restatement. The second paragraph of Section 4. Professionals and Fees. of the FAA is hereby amended and restated in its entirety as follows: "For its services to be performed hereunder, HFG shall be entitled to fee compensation of $640,000 U.S. (the "Fee") to be paid in accordance with the provisions of this Section 4. Within 5 days of the execution of this Agreement, the Company shall pay to HFG the amount of $100,000 U.S. Upon the closing of the Going Public Transaction, the Company shall pay to HFG the amount of $540,000 U.S. in satisfaction of the balance of the Fee."
Second Amendment and Restatement