SUCCESSOR FACILITY. This Agreement is intended to be a successor to the Original Credit Agreement and to constitute the “Senior Credit Facility” under and for all purposes of each of the Senior Subordinated Notes Indentures.
SUCCESSOR FACILITY. This Agreement is intended to supersede the Existing Credit Agreement and to constitute the “Senior Credit Facility” under and for all purposes of the Holding Company Notes Indenture.
SUCCESSOR FACILITY. AGENT If the Facility Agent gives notice of its resignation pursuant to Clause 23.9 (Resignation), then any reputable and experienced bank or other financial institution may be appointed as a successor to the Facility Agent by an Instructing Group during the period of such notice but, if no such successor is so appointed, the Facility Agent may appoint such a successor itself.
SUCCESSOR FACILITY. This Agreement is intended to be a successor to the Existing Credit Agreement and to replace and refinance the OCI Credit Agreement and to constitute (i) the "Senior Credit Facility" under and for all purposes of each of the Senior Subordinated Notes Indentures and (ii) the "New Credit Facility" under and for all purposes of the OCI Indenture."
2.14. Schedule 7.01. Schedule 7.01 of the Credit Agreement is hereby amended to read as set forth in Annex 1 hereto.
SUCCESSOR FACILITY. This Agreement is intended to be a successor to the Existing Credit Agreements and to constitute the "Credit Facility" under and for all purposes of the Senior Subordinated Notes Indenture and the "Senior Credit Facility" under and for all purposes of the Holding Company Note Indenture.
SUCCESSOR FACILITY. 104 SCHEDULES & EXHIBITS Schedule 2 Special Credit Party Amounts Schedule 2.1 List of Lenders and Revolving Credit Commitments Schedule 4.5 Proprietary Rights; Real Property Assets Schedule 4.6 Disclosed Matters Schedule 4.11 Management Structure Schedule 4.12 Capitalization Schedule 4.13 Subsidiaries Schedule 4.14 Material Indebtedness, Liens and Agreements Schedule 5.1 Exceptions Schedule 7.1 Local Indebtedness of Foreign Subsidiaries Schedule 7.7 Transactions with Affiliates Schedule 7.8 Restrictive Agreements Schedule 7.13 Operating Account Exceptions Exhibit A Form of Pledge Agreement Exhibit B Form of Security Agreement, including Perfection Certificate attached as Schedule I Exhibit C Form of Intellectual Property Security Agreement Exhibit D Form of Hazardous Materials Indemnity Agreement Exhibit E Form of Certificate of Financial Officer Exhibit F Form of Compliance Certificate Exhibit G Form of Opinion of Counsel to Credit Parties Exhibit H Form of Assignment and Acceptance AMENDED AND RESTATED CREDIT AGREEMENT AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 30, 1997 among CHICAGO MINIATURE LAMP, INC., and CERTAIN SUBSIDIARIES PARTIES HERETO, as Borrowers, THE GUARANTORS PARTIES HERETO, THE SPECIAL CREDIT PARTIES PARTY HERETO, THE LENDERS PARTY HERETO, THE CO-AGENTS PARTY HERETO, comprised of ABN AMRO BANK N.V., CORESTATES BANK, N.A., and FIRST UNION NATIONAL BANK, FLEET NATIONAL BANK as Manager, and BANKBOSTON, N.A., as Administrative and Documentary Agent. The Borrowers, the Guarantors, the Special Credit Parties, the Lenders, identified on SCHEDULE 2.1 thereto, and the Administrative Agent entered into a Credit Agreement dated as of September 8, 1997 (the "Prior Agreement") whereby the Borrowers requested and the Lenders agreed to extend certain credit facilities to the Borrowers and the Special Credit Parties (as restricted under the terms of the Prior Agreement). The Guarantors are Foreign Subsidiaries of CML and will benefit directly and indirectly from the extension of such credit facilities to the Borrowers and may be Special Credit Parties receiving direct Loans as further provided in the Prior Agreement. As a precondition to making any extensions of credit thereunder, the Lenders required and the Guarantors and the Special Credit Parties agreed, together with the Borrowers, to execute the Prior Agreement as Guarantors and/or Special Credit Parties. The Credit Parties, the Lenders, listed on SCHEDULE 2.1 hereto and the Administ...
SUCCESSOR FACILITY. This Agreement is intended to be a successor to the Prior Agreement. Upon the execution and delivery of this Agreement, the Prior Agreement shall be superseded and replaced in its entirety by the terms of this Agreement. 102 108
SUCCESSOR FACILITY. 100 10.14 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . .100 SCHEDULES & EXHIBITS Schedule 2.1 List of Lenders and Revolving Credit and Term Loan Commitments Schedule 4.5 Real Property Assets Schedule 4.6 Disclosed Matters Schedule 4.11 Management Structure Schedule 4.12 Capitalization Schedule 4.13 Subsidiaries Schedule 4.14 Material Indebtedness, Liens and Agreements Schedule 7.5 Existing Investments Schedule 7.7 Transactions with Affiliates Schedule 7.8 Restrictive Agreements Exhibit A Form of Nonrecourse Guaranty and Pledge Agreement Exhibit B Form of Pledge Agreement Exhibit C Form of Security Agreement, including Perfection Certificate as Schedule I Exhibit D Form of Trademark Security Agreement Exhibit E Form of Hazardous Materials Indemnity Agreement Exhibit F Form of Affiliate Subordination Agreement Exhibit G Form of Compliance Certificate Exhibit H Form of Opinion of Counsel to Credit Parties Exhibit I Form of Assignment and Acceptance SCHEDULE 2.1
SUCCESSOR FACILITY. 97 (iii) SCHEDULES & EXHIBITS Schedule 2.1 List of Lenders and Revolving Credit and Term Loan Commitments Schedule 4.5 Real Property Assets Schedule 4.6 Disclosed Matters Schedule 4.11 Management Structure Schedule 4.12 Capitalization Schedule 4.13 Subsidiaries Schedule 4.14 Material Indebtedness, Liens and Agreements Schedule 7.5 Existing Investments Schedule 7.7 Transactions with Affiliates Schedule 7.8 Restrictive Agreements Exhibit A Form of Nonrecourse Guaranty and Pledge Agreement Exhibit B Form of Pledge Agreement Exhibit C Form of Security Agreement, including Perfection Certificate as Schedule I Exhibit D Form of Trademark Security Agreement Exhibit E Form of Hazardous Materials Indemnity Agreement Exhibit F Form of Affiliate Subordination Agreement Exhibit G Form of Opinion of Counsel to Credit Parties Exhibit H Form of Assignment and Acceptance
SUCCESSOR FACILITY. The Borrower will not, and it will not permit any Penn West Party to, enter into any transaction whereby all or substantially all of the undertaking, property and assets of the Borrower or of such Penn West Party would become the property of any other Person (a “successor entity”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Penn West Parties) unless:
(a) prior to or contemporaneously with the consummation of such transaction, such Penn West Party, and the successor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction:
(i) the successor entity shall have assumed all the covenants and obligations of such Penn West Party under the Documents to which it is a party;
(ii) the Documents, as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder;
(iii) the rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which such Penn West Party is a party are not adversely affected in any material respect; and
(iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 18.1(a)(i) and (ii) above are provided by Borrower’s Counsel;
(b) no Default or Event of Default is subsisting or would occur after giving effect to such transaction; and
(c) the Lenders, acting reasonably, are satisfied with the creditworthiness of the successor entity, provided that the Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Restricted Subsidiary, the Borrower or the Trust, if the senior unsecured long term debt of the successor entity, the Borrower or the Trust, as applicable, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction.
