PNC Payoff Letter definition
PNC Payoff Letter means that certain letter agreement dated as of the Closing Date, by and among PNC Bank, National Association, in its capacity as agent under the Existing Credit Agreement, the Existing L/C Issuer, and certain of the Loan Parties, having a “re:” line of “Facilities Termination and Cash Collateralization Agreement” and on which the Administrative Agent is entitled to rely as provided therein. “Post-Closing Letter” means that certain letter agreement dated as of the Closing Date, by and among the Loan Parties party thereto and the Administrative Agent, with respect to certain post-closing undertakings of such Loan Parties as further described therein. “PPSA” means the Personal Property Security Act (Ontario), including the regulations thereto, provided that, if perfection or the effect of perfection or non-perfection or the priority of any Lien created hereunder on the Collateral is governed by the personal property security legislation or other applicable legislation with respect to personal property security in effect in a jurisdiction of Canada other than Ontario, “PPSA” means the Personal Property Security Act or such other applicable legislation (including the Civil Code of Quebec) in effect from time to time in such other jurisdiction for purposes of the provisions in the Loan Documents relating to such validity, perfection, effect of perfection or non-perfection or priority. “Pro Forma Availability Condition” means, as of any date of calculation, (a) except as provided in clause (b) below, Pro Forma Excess Availability will be equal to or greater than (i) if the proposed date of any transaction or payment requiring satisfaction of the Payment Conditions (such date, the “Proposed Transaction Date”) is prior to the Joinder Date, $5,000,000, or (ii) if the Proposed Transaction Date is on or after the Joinder Date, $8,000,000, and (b) with respect to the making of any Restricted Payment, Pro Forma Excess Availability will be equal to or greater than (i) if the Proposed Transaction Date is prior to the Joinder Date, $7,500,000, or (ii) if the Proposed Transaction Date is on or after the Joinder Date, $10,000,000. “Pro Forma Excess Availability” means, as of any date of calculation, after giving pro forma effect to the transaction then to be consummated or payment to be made, projected Availability as of the date of such transaction or payment and as of the end of each fiscal month during the subsequent projected six (6) fiscal months. “Pro Forma Basis” and...
PNC Payoff Letter has the meaning set forth in Section 4.3(l).
Examples of PNC Payoff Letter in a sentence
Parent and the Surviving Corporation shall cause the applicable portion of the proceeds received in respect of the issuance by the Company of the Company Preferred Stock to be used to repay all amounts due to PNC Bank, N.A. to terminate its credit facility with Parent on the Closing Date, pursuant to the PNC Payoff Letter.