Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement Sample Contracts

EIGHTH AMENDMENT TO SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured Super-Priority Debtor-in-Possession Credit Agreement • December 7th, 2020 • Lilis Energy, Inc. • Crude petroleum & natural gas • New York

This EIGHTH AMENDMENT TO SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”) dated as of December 2, 2020, is among Lilis Energy Inc., a Nevada corporation (the “Borrower”), certain Subsidiaries of the Borrower (the “Guarantors”), BMO Harris Bank N.A. (“BMO”), as Administrative Agent for the Lenders, and the other Lenders from time to time party hereto.

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SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of January 15, 2015 among B. Riley FINANCIAL, INC. as Lender THE WET SEAL, INC. as Lead Borrower for THE WET SEAL, INC. THE WET SEAL RETAIL, INC. WET SEAL CATALOG, INC. as...
Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement • May 7th, 2015 • B. Riley Financial, Inc. • Services-business services, nec • New York

This SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (“Agreement”) is entered into as of January 15, 2015 among

EX-10.2 3 a18-18802_1ex10d2.htm EX-10.2 SENIOR SECURED SUPER-PRIORITY DEBTOR- IN-POSSESSION CREDIT AGREEMENT Dated as of August 10, 2018 among ARALEZ PHARMACEUTICALS US INC., POZEN INC., HALTON LABORATORIES LLC,
Senior Secured Super-Priority Debtor-in-Possession Credit Agreement • May 5th, 2020 • New York

ARALEZ PHARMACEUTICALS MANAGEMENT INC., ARALEZ PHARMACEUTICALS HOLDINGS LIMITED, ARALEZ PHARMACEUTICALS TRADING DESIGNATED ACTIVITY COMPANY and ARALEZ PHARMACEUTICALS R&D INC., as the Borrowers

SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement • March 17th, 2009 • Milacron Inc • Special industry machinery, nec • New York

This SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”), dated as of March 11, 2009, by and among MILACRON INC., a Delaware corporation (“Parent”), CIMCOOL INDUSTRIAL PRODUCTS INC., a Delaware corporation (“Cimcool”), MILACRON MARKETING COMPANY, an Ohio corporation (“Marketing”), MILACRON PLASTICS TECHNOLOGIES GROUP INC., a Delaware corporation (“Plastics”), and D-M-E COMPANY, a Delaware corporation (“D-M-E Company”) (Parent, Cimcool, Marketing, Plastics and D-M-E Company are collectively referred to herein as the “Borrowers” and individually as a “Borrower”); the other Credit Parties signatory hereto as Guarantors; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as administrative agent for Lenders (“Agent”), and the other Lenders signatory hereto from time to time.

THIRD AMENDMENT TO SENIOR SECURED, SUPER-PRIORITY, DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement • February 23rd, 2009 • Circuit City Stores Inc • Retail-radio, tv & consumer electronics stores

This Third Amendment to Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement (the “Third Amendment”) is made as of the 17th day of January, 2009 by and among

SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT among TRICO MARINE SERVICES, INC., as Borrower, THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, and OBSIDIAN AGENCY SERVICES, INC., as Agent Dated as of August 24, 2010
Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement • August 26th, 2010 • Trico Marine Services Inc • Water transportation

SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of August 24, 2010 (this “Agreement”), among TRICO MARINE SERVICES, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party hereto, the Lenders from time to time party hereto, and OBSIDIAN AGENCY SERVICES, INC. as Agent (the “Agent”). All capitalized terms used herein and defined in Section 1 are used herein as therein defined.

Circuit City Stores, Inc. Circuit City Stores West Coast, Inc. Circuit City Stores PR, LLC
Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement • February 23rd, 2009 • Circuit City Stores Inc • Retail-radio, tv & consumer electronics stores
SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of March [•], 2024 among NEEDLE HOLDINGS LLC, as the Borrower, a Debtor and a Debtor-in-Possession JOANN INC., as Holdings, a Debtor and a Debtor-in- Possession, WILMINGTON...
Senior Secured Super-Priority Debtor-in-Possession Credit Agreement • March 18th, 2024 • JOANN Inc. • Retail-miscellaneous shopping goods stores • New York

This SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (“Agreement”) is entered into as of March [•], 2024, among NEEDLE HOLDINGS LLC, a Delaware limited liability company, a debtor and debtor-in-possession (the “Borrower”), JOANN INC., a Delaware corporation, a debtor and debtor-in-possession (“Holdings”) and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent and Collateral Agent (in such capacities, including any successor thereto, the “DIP Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of November 17, 2020 among GULFPORT ENERGY CORPORATION, as Borrower, THE BANK OF NOVA SCOTIA, as Administrative Agent and The Lenders Party Hereto THE BANK OF NOVA SCOTIA as...
Senior Secured Super-Priority Debtor-in-Possession Credit Agreement • November 20th, 2020 • Gulfport Energy Corp • Crude petroleum & natural gas • New York

THIS SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of November 17, 2020, among GULFPORT ENERGY CORPORATION, a Delaware corporation (“Borrower”), as debtor and debtor-in-possession, each Lender from time to time party hereto and THE BANK OF NOVA SCOTIA, as Administrative Agent, L/C Issuer and sole lead arranger and sole bookrunner.

SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of among TAILORED BRANDS, INC., as a U.S. Borrower, THE MEN’S WEARHOUSE, INC., as a U.S. Subsidiary Borrower and the Borrower Representative, the other Domestic Subsidiaries...
Senior Secured Super-Priority Debtor-in-Possession Credit Agreement • August 3rd, 2020 • Tailored Brands Inc • Retail-apparel & accessory stores • New York

SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of [____], 2020, among TAILORED BRANDS, INC., a Texas corporation, THE MEN’S WEARHOUSE, INC., a Texas corporation (the “Company”), as debtor and debtor-in-possession, each of the other U.S. Subsidiary Borrowers from time to time party hereto, MOORES THE SUIT PEOPLE CORP., a Nova Scotia unlimited liability company and an applicant under the CCAA (the “Canadian Borrower” and, together with the U.S. Borrowers, the “Borrowers”), the Canadian Guarantors from time to time party hereto, the Lenders from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A. TORONTO BRANCH, as Canadian Administrative Agent.

FIRST AMENDMENT TO SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured Super-Priority Debtor-in-Possession Credit Agreement • February 24th, 2015 • Texas

IN-POSSESSION CREDIT AGREEMENT (this “Amendment”), is dated as of February [ ], 2015, and is made and entered into by and among TEXOMA PEANUT COMPANY, an Oklahoma corporation (“Texoma”), CLINT-CO PEANUT COMPANY, an Oklahoma corporation (“Clint-Co”), and CLINT WILLIAMS COMPANY – WESTERN DIVISION LLC,

SENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of March 30, 2020 Among CARBO CERAMICS INC. as Borrower, The Guarantors Party Hereto, and WILKS BROTHERS, LLC, as Lender, and The Other Lenders Party Hereto as Lenders
Senior Secured Super Priority Debtor-in-Possession Credit Agreement • April 3rd, 2020 • Carbo Ceramics Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Texas

This SENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of March 30, 2020 (this “Agreement”) is among (a) CARBO Ceramics Inc., a Delaware corporation (the “Borrower”), (b) the Guarantors from time to time party hereto, (c) Wilks Brothers, LLC, as a Lender (as defined below), and () the other Lenders from time to time party hereto.

FIRST AMENDMENT TO SENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured Super Priority Debtor-in-Possession Credit Agreement • February 14th, 2020 • Approach Resources Inc • Crude petroleum & natural gas • New York

This First Amendment to Senior Secured Super Priority Debtor-in-Possession Credit Agreement (this “First Amendment”), dated as of February 10, 2020, is effective as of January 9, 2020 (the “First Amendment Effective Date”), by and among APPROACH RESOURCES INC., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”), each Guarantor set forth on the signature pages hereto (collectively with the Borrower, the “Credit Parties”) and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (the “Administrative Agent”) and each of the Lenders party hereto, which constitute the Majority Lenders (the “Consenting Lenders”).

FIRST AMENDMENT TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement • May 18th, 2009 • Milacron Inc • Special industry machinery, nec • New York

This FIRST AMENDMENT TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of May 12, 2009 (this “Amendment”), by and among MILACRON INC., a Delaware corporation (“Parent”), CIMCOOL INDUSTRIAL PRODUCTS INC., a Delaware corporation (“Cimcool”), MILACRON MARKETING COMPANY, an Ohio corporation (“Marketing”), MILACRON PLASTICS TECHNOLOGIES GROUP INC., a Delaware corporation (“Plastics”), and D-M-E COMPANY, a Delaware corporation (“D-M-E Company”) (Parent, Cimcool, Marketing, Plastics and D-M-E Company are collectively referred to herein as the “Borrowers” and individually as a “Borrower”); the other Credit Parties signatory hereto as Guarantors; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrative agent for Lenders (“Agent”), and the other Lenders (as defined below) signatory hereto from time to time.

SENIOR SECURED SUPER PRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT
Senior Secured Super Priority Debtor in Possession Credit Agreement • March 3rd, 2017 • London

AGREEMENT is entered into as of March 3, 2017, among ANSWERS CORPORATION, a Delaware corporation (“Borrower”), ANSWERS HOLDINGS, INC., a Delaware corporation (“Holdings”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CS”), as Administrative Agent, Collateral Agent and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”; each as hereafter further defined).

SENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured Super Priority Debtor-in-Possession Credit Agreement • August 6th, 2020 • Denbury Resources Inc • Crude petroleum & natural gas • New York

SENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of August 4, 2020, among DENBURY RESOURCES INC., a Delaware corporation (the “Borrower”), each of the Guarantors from time to time party hereto, each of the Borrower and the Guarantors as a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (as defined below), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent and the Letter of Credit Issuer (capitalized terms used but not defined in this introductory paragraph or in the recitals below have the meaning provided in Section 1.1).

SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured Super-Priority Debtor-in-Possession Credit Agreement • November 6th, 2014 • Texas

limiting the terms of the Financing Order, to secure the prompt and full payment and performance of all of the DIP Obligations, each Borrower hereby grants to Lender a continuing security interest in and lien upon all of the following Property and interests in Property of such Borrower, whether now owned or existing or hereafter created, acquired or arising, and irrespective of whether the same existed on or was created or acquired after the Petition Date (all of which will be

SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT DATED AS OF June 30, 2020 AMONG LILIS ENERGY, INC., as Borrower,
Senior Secured Super-Priority Debtor-in-Possession Credit Agreement • July 2nd, 2020 • Lilis Energy, Inc. • Crude petroleum & natural gas • New York
FIRST AMENDMENT TO SENIOR SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT
Senior Secured Super-Priority Debtor in Possession Credit Agreement • September 22nd, 2017 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment • New York

This FIRST AMENDMENT TO SENIOR SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT, dated as of September 21, 2017 (this “Amendment”), is entered into among GULFMARK OFFSHORE, INC., a Delaware corporation, as debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (the “Borrower”), GULFMARK REDERI AS, a limited company organized under the laws of Norway, as lender (including its successors and assigns, the “Lender”), and DNB BANK ASA, acting through its offices at Solheimsgaten 7C, 5058 Bergen, Norway, organization number 984 851 006, as the issuing bank (including its successors and assigns, the “Issuing Bank”).

CREDIT AGREEMENT
Senior Secured Super-Priority Debtor-in-Possession Credit Agreement • December 19th, 2019 • Quebec

Schedule A-1 Authorized Persons of Canadian Borrower and Canadian Subsidiary Guarantors Schedule A-2 Authorized Persons of Holdings, U.S. Borrower and each other Guarantor (other

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT AND WAIVER AND CONSENT OF LENDERS AND AGENT
Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement • April 28th, 2009 • Fleetwood Enterprises Inc/De/ • Motor homes • California

This FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT AND WAIVER AND CONSENT OF LENDERS AND AGENT (this “Waiver and Amendment”) is dated as of April 23, 2009, and entered into by and among FLEETWOOD ENTERPRISES, INC. as debtor and debtor-in-possession (“Fleetwood”), FLEETWOOD HOLDINGS INC. (“Holdings”) as debtor and debtor-in-possession and those Subsidiaries of Fleetwood and Holdings listed on the signature pages hereof as debtors and debtors-in-possession (collectively, “Borrowers”), the banks and other financial institutions signatory hereto that are parties as Lenders to the Credit Agreement referred to below (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacity, the “Agent”) for the Lenders.

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SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured Super-Priority Debtor-in-Possession Credit Agreement • June 25th, 2020
SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of February 20, 2020 PIER 1 IMPORTS (U.S.), INC. as Borrower THE FACILITY GUARANTORS NAMED HEREIN BANK OF AMERICA, N.A. as Administrative Agent and Collateral Agent and...
Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement • February 24th, 2020 • Pier 1 Imports Inc/De • Retail-home furniture, furnishings & equipment stores • New York

PIER 1 IMPORTS (U.S.), INC., a Delaware corporation with its principal executive offices at 100 Pier 1 Place, Fort Worth, Texas 76102 (the “Borrower”);

AMENDMENT NO. 3 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement • June 10th, 2015 • Cal Dive International, Inc. • Oil & gas field services, nec

This AMENDMENT NO. 3 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "Amendment") is made as of April 2, 2015 by and among CAL DIVE INTERNATIONAL, INC., a Delaware corporation, as a debtor-in-possession, (the "Borrower"), the Lenders party hereto, and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

SECOND AMENDMENT TO SENIOR SECURED, SUPER-PRIORITY, DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement • December 22nd, 2008

This Second Amendment to Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement (the “Second Amendment”) is made as of the 19th day of December, 2008 by and among

FIRST AMENDMENT TO SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured Super-Priority Debtor-in-Possession Credit Agreement • August 18th, 2020 • Lilis Energy, Inc. • Crude petroleum & natural gas • New York

This FIRST AMENDMENT TO SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”) dated as of August 17, 2020, is among Lilis Energy Inc., a Nevada corporation (the “Borrower”), certain Subsidiaries of the Borrower (the “Guarantors”), BMO Harris Bank N.A. (“BMO”), as Administrative Agent for the Lenders, and the other Lenders from time to time party hereto.

FIRST AMENDMENT TO SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured Super-Priority Debtor-in-Possession Credit Agreement • September 18th, 2020 • Chesapeake Energy Corp • Crude petroleum & natural gas • New York

This First Amendment to Senior Secured Super-Priority Debtor-in-Possession Credit Agreement (this “Agreement”) dated as of September 15, 2020, is among Chesapeake Energy Corporation, an Oklahoma corporation (the “Borrower”), each of the undersigned guarantors (the “Guarantors”), each Lender (as defined below) party hereto, and MUFG Union Bank, N.A., as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns, the “Agent”).

AMENDMENT NO. 2 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement • October 7th, 2010 • Trico Marine Services Inc • Water transportation

AMENDMENT NO. 2 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Amendment”), dated as of October 1, 2010, to that certain Senior Secured, Super-Priority Debtor-In-Possession Credit Agreement, dated as of August 24, 2010 (as amended by that certain Amendment No. 1 to the Senior Secured, Super-Priority Debtor-In-Possession Credit Agreement, dated as of September 21, 2010, the “Credit Agreement”), among Trico Marine Services, Inc. (the “Borrower”), the guarantors party thereto from time to time (the “Guarantors”), the lenders party thereto from time to time (the “Lenders”), and Obsidian Agency Services, Inc. (the “Agent”). Capitalized terms used but not defined herein have the meanings provided in the Credit Agreement.

AMENDMENT NO. 2 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement • June 10th, 2015 • Cal Dive International, Inc. • Oil & gas field services, nec

This AMENDMENT NO. 2 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "Amendment") is made as of March 23, 2015 by and among CAL DIVE INTERNATIONAL, INC., a Delaware corporation, as a debtor-in-possession, (the "Borrower"), the Lenders party hereto, and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

AMENDED AND RESTATED SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT DATED AS OF JANUARY 14, 2011
Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement • February 3rd, 2011 • Rancher Energy Corp. • Crude petroleum & natural gas • Colorado
SENIOR SECURED, SUPER-PRIORITY, DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured, Super-Priority, Debtor-in-Possession Credit Agreement • November 26th, 2008
AMENDMENT NO. 1 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement • June 10th, 2015 • Cal Dive International, Inc. • Oil & gas field services, nec

This AMENDMENT NO. 1 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "Amendment") is made as of March 17, 2015 by and among CAL DIVE INTERNATIONAL, INC., a Delaware corporation, as a debtor-in-possession, (the "Borrower"), the Lenders party hereto, and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

SECOND AMENDMENT TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement • July 31st, 2009 • Milacron Inc • Special industry machinery, nec • New York

This SECOND AMENDMENT TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of July 22, 2009 (this “Amendment”), by and among MILACRON INC., a Delaware corporation (“Parent”), CIMCOOL INDUSTRIAL PRODUCTS INC., a Delaware corporation (“Cimcool”), MILACRON MARKETING COMPANY, an Ohio corporation (“Marketing”), MILACRON PLASTICS TECHNOLOGIES GROUP INC., a Delaware corporation (“Plastics”), and D-M-E COMPANY, a Delaware corporation (“D-M-E Company”) (Parent, Cimcool, Marketing, Plastics and D-M-E Company are collectively referred to herein as the “Borrowers” and individually as a “Borrower”); the other Credit Parties signatory hereto as Guarantors; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrative agent for Lenders (“Agent”), and the other Lenders (as defined below) signatory hereto from time to time.

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