Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 9 contracts
Sources: Credit Agreement (Builders FirstSource, Inc.), Credit Agreement (Builders FirstSource, Inc.), Credit Agreement (Builders FirstSource, Inc.)
Amendment and Restatement. On the Closing Date, this Agreement shall amend (a) The parties hereto acknowledge and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by agree that (i) this Agreement and the other Loan Documents as amendedOther Documents, restatedwhether executed and delivered in connection herewith or otherwise, amended do not constitute a novation or repayment and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect reborrowing of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document Advances (as defined in the Existing A&R Credit Agreement) and all the other instruments and documents executed and delivered by such Loan Party Obligations (as defined in favor of the Administrative Agent A&R Credit Agreement) under the A&R Credit Agreement or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Other Documents (as defined in the Existing A&R Credit Agreement), unless terminated or discharged on ) as in effect prior to the Closing Date and which remain outstanding as of the Closing Date, (ii) the Obligations (as defined in each case the A&R Credit Agreement) under the A&R Credit Agreement and the Other Documents (as amended, restated, defined in the A&R Credit Agreement) are in all respects continuing (as amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant restated and converted hereby and which are in all respects hereafter subject to the terms of this herein) and (iii) the Liens and security interests as granted under the A&R Credit Agreement and the other Loan Documents. Without limiting Other Documents (as defined in the generality A&R Credit Agreement) securing payment of such Obligations (as defined in the foregoing, A&R Credit Agreement) are in all security interests, pledges, assignments respects continuing and other Liens in full force and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed effect and delivered in connection with the Existing Credit Agreement are reaffirmed hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, (in each case, unless expressly terminated, superseded or discharged as amended and restated hereby and in all respects hereafter subject to the terms herein).
(b) The parties hereto acknowledge and agree that on and after the Closing Date, (i) all references to the Agreement shall be deemed to refer to the A&R Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the A&R Credit Agreement shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the A&R Credit Agreement, as amended and restated hereby.
(c) The parties hereto acknowledge and agree that this amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any Other Document, all terms and conditions of the A&R Credit Agreement and the Other Documents (as defined in the A&R Credit Agreement) remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateunless otherwise specifically amended hereby or by any Other Documents.
Appears in 8 contracts
Sources: Revolving Credit, Term Loan, Guaranty and Security Agreement (Dril-Quip Inc), Revolving Credit, Term Loan, Guaranty and Security Agreement (Dril-Quip Inc), Revolving Credit, Term Loan, Guaranty and Security Agreement (Dril-Quip Inc)
Amendment and Restatement. On Upon the Closing satisfaction or waiver of the conditions precedent set forth herein, (a) the terms and provisions of the Existing Receivables Funding Agreement shall be amended, superseded and restated in their entirety by the terms and provisions of this Agreement and, unless expressly stated to the contrary, each reference to the Existing Receivables Funding Agreement in any of the Related Documents or any other document, instrument or agreement delivered in connection therewith shall mean and be a reference to this Agreement, (b) this Agreement is not intended to and shall not constitute a novation of the Existing Receivables Funding Agreement or the obligations and liabilities existing thereunder, (c) the commitment of each “Committed Purchaser” (as defined in the Existing Receivables Funding Agreement) that is a party to the Existing Receivables Funding Agreement shall, on the Effective Date, this Agreement automatically be deemed restated or terminated and the only Commitments shall amend be those hereunder, (d) with respect to any date or time period occurring and restate and supersede ending prior to the Existing Credit Agreement in its entirety. On the Closing Effective Date, the rights and obligations of the parties evidenced to the Existing Receivables Funding Agreement shall be governed by the Existing Credit Receivables Funding Agreement and the other Related Documents (as defined therein), and (e) with respect to any date or time period occurring and ending on or after the Effective Date, the rights and obligations of the parties hereto shall be evidenced governed by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Related Documents (as defined in the Existing Credit Agreementherein), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 7 contracts
Sources: Receivables Funding and Administration Agreement (Td Synnex Corp), Receivables Funding and Administration Agreement (Td Synnex Corp), Receivables Funding and Administration Agreement (Td Synnex Corp)
Amendment and Restatement. On Effective immediately upon the Closing Conversion Date, this Agreement shall amend the terms and restate and supersede conditions of the Existing Credit Agreement in its entiretyshall be amended and restated as set forth herein and the Existing Credit Agreement shall be superseded by this Agreement. On the Closing Conversion Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified the grant of security interests and Liens in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing Collateral under or in respect of the Existing Credit Agreement for periods prior to and the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the other “Loan Documents to “the Credit AgreementDocuments” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) by the Borrowers and all the Guarantors party thereto shall continue under this Agreement and the other instruments Loan Documents, and documents executed and delivered by such Loan Party shall not in favor of the Administrative Agent any event be terminated, extinguished or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior annulled but shall hereafter continue to or on the Closing Date, shall remain be in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of be governed by this Agreement and the other Loan Documents. All Obligations (as defined in the Existing Credit Documents Agreement) under the Existing Credit Agreement and the other “Loan Documents” (bas defined in the Existing Credit Agreement) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and shall continue to be outstanding except as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under expressly modified by this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied governed in all respects by the execution of this Agreement, and this Agreement shall and the other Loan Documents, it being agreed and understood that this Agreement does not constitute a refinancingnovation, substitution satisfaction, payment or novation reborrowing of such Obligations any Obligation (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any of the other rights, duties and obligations of the parties hereunder, and the terms “ObligationsLoan Document” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated nor does it operate as a waiver of any right, power or discharged on remedy of any Lender under any “Loan Document” (as defined in the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant Existing Credit Agreement). All references to the terms of Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateprovisions hereof.
Appears in 7 contracts
Sources: Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Frontier Communications Parent, Inc.)
Amendment and Restatement. On It is the Closing Date, intention of the parties hereto that this Agreement shall amend amends, restates, supersedes and restate and supersede replaces the Existing A&R Credit Agreement in its entirety. On ; provided, that, (a) such amendment and restatement shall operate to renew, amend, modify, and extend all of the Closing Daterights, the rights duties, liabilities and obligations of the parties evidenced by Borrower under the Existing A&R Credit Agreement shall be evidenced by this Agreement and under the other Existing Loan Documents as Documents, which rights, duties, liabilities and obligations are hereby renewed, amended, restated, amended and restated, supplemented or otherwise modified and in effect on extended, and shall not act as a novation thereof, and (b) the Closing Date. All principal, interest, fees Liens securing the Indebtedness under and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing A&R Credit Agreement and the rights, duties, liabilities and obligations of the Borrower and the Guarantors under the Existing A&R Credit Agreement and the Existing Loan Documents to which they are a party shall not be extinguished but shall be carried forward and shall secure such Indebtedness, obligations and liabilities as amended, renewed, extended and restated hereby. The parties hereto ratify and confirm each of the Existing Loan Documents entered into prior to the Effective Date (but excluding the Existing A&R Credit Agreement) and all other instruments agree that such Existing Loan Documents continue to be legal, valid, binding and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date enforceable in accordance with its terms, in each case as their terms (except to the extent amended, restatedrestated and/or superseded in connection with the transactions contemplated hereby), amended however, for all matters arising prior to the Effective Date (including the accrual and restatedpayment of interest and fees, supplemented or otherwise modified and/or reaffirmed pursuant and matters relating to indemnification and compliance with financial covenants), the terms of the Existing A&R Credit Agreement (as unmodified by this Agreement Agreement) shall control and the other Credit Documents are hereby ratified and (b) ratifies, reaffirms confirmed. The Borrower represents and confirms warrants that, the Obligations that remain unpaid and outstanding as of the date Effective Date, there are no claims or offsets against, or defenses or counterclaims to, its obligations (or the obligations of this any Guarantor) under the Existing A&R Credit Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 6 contracts
Sources: Credit Agreement (Permian Resources Corp), Credit Agreement (Permian Resources Corp), Credit Agreement (Centennial Resource Development, Inc.)
Amendment and Restatement. On Notwithstanding anything contained herein to the Closing Datecontrary, this Agreement may be amended and restated without the consent of any Lender (but with the consent of Credit Parties (or Borrower Representative, acting on their behalf) and Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall no longer be evidenced by a party to this Agreement and the other Loan Documents (as amended, restated, so amended and restated), supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect Revolving Commitments of the Existing Credit Agreement for periods prior such Lender shall have terminated (but such Lender shall be entitled to the Closing Date benefit of Sections 15, 16.3, and 16.4), such Lender shall be calculated have no other Revolving Commitment or other obligation hereunder and shall have been paid on the Closing Datein full in cash all Obligations owing to it or accrued for its account under this Agreement. Upon the effectiveness Any waiver or consent granted by Administrative Agent, LC Issuer or Lender shall not constitute a modification of this Agreement, each reference except to the extent expressly provided in the Loan Documents to “the Credit Agreement” such waiver or words consent, or constitute a course of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered dealing by such Loan Party in favor Persons at variance with the terms of the Administrative Agent or the Collateral Agent, Agreement such as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant require further notice by such Persons of such their intent to require strict adherence to the terms of this the Agreement in the future. Administrative Agent, LC Issuer; and the other Credit Documents and (b) ratifies, reaffirms and confirms that, Lenders expressly reserve the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect right to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to require strict compliance with the terms of this Agreement. No waiver or course of dealing shall be established by (i) the failure or delay of Administrative Agent, LC Issuer or any Lender to require strict performance of any Credit Party to this Agreement and the or any other Loan Documents. Without limiting Document or to exercise any rights or remedies with respect to Collateral or otherwise; (ii) the generality making of the foregoingany Loan or issuance of any Letter of Credit during a Default, all security interestsEvent of Default or other failure to satisfy any conditions precedent; or (iii) acceptance by Administrative Agent, pledges, assignments and other Liens and Guarantees previously granted LC Issuer or any Lender of performance by any Credit Party under this Agreement or any other Loan Party pursuant to the Loan Documents executed and delivered Document in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and a manner other Liens and Guarantees, in each case, unless expressly terminated, superseded than that specified herein or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Datetherein.
Appears in 5 contracts
Sources: Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services Ltd.)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend constitutes an amendment and restate and supersede restatement of the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Term Loan Agreement and the other Deltic Term Loan Documents as amended, restated, amended Agreement effective from and restated, supplemented or otherwise modified and in effect on after the Closing Restatement Date. All principal, interest, fees The execution and expenses, if any, owing or accruing under or in respect delivery of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such any indebtedness or other obligations owing to the lenders or the administrative agent under the Existing Term Loan Agreement or the Deltic Term Loan Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. The parties hereto agree that, on the Restatement Date, the following shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Term Loan Agreement and the Deltic Term Loan Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all Obligations or any under the Existing Term Loan Agreement and the Deltic Term Loan Agreement outstanding on the Restatement Date shall in all respects be continuing and be deemed to Obligations outstanding hereunder; and (c) all references in the other Loan Documents to the Existing Term Loan Agreement and the Deltic Term Loan Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Term Loan Agreement made in accordance with Section 10.01 of the Existing Term Loan Agreement and an amendment of the Deltic Term Loan Agreement in accordance with Section 10.2 of the Deltic Term Loan Agreement. All loans and other rights, duties and obligations of the parties hereunder, and the terms “Obligations” Loan Parties outstanding as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with Restatement Date under the Existing Credit Agreement are hereby reaffirmedand the Deltic Term Loan Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Datewithout any further action by any Person.
Appears in 4 contracts
Sources: Term Loan Agreement (Potlatchdeltic Corp), Term Loan Agreement (Potlatchdeltic Corp), Term Loan Agreement (Potlatchdeltic Corp)
Amendment and Restatement. (a) On the Closing Third Restatement Date, this the Existing Loan Agreement shall amend be amended, restated and restate and supersede the Existing Credit Agreement superseded in its entirety. On the Closing Date, the rights The parties hereto acknowledge and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by agree that (a) this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the Obligations under the Existing Loan Agreement as amended, restated, amended and restated, supplemented or otherwise modified and in effect on prior to the Closing Date. All principalThird Restatement Date and (b) such Obligations are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(b) Notwithstanding the modifications effected by this Agreement of the representations, interestwarranties and covenants of the Loan Parties contained in the Existing Loan Agreement, fees the Loan Parties acknowledge and expensesagree that (1) any causes of action or other rights created prior to the Third Restatement Date in favor of any Lender and its successors arising out of the representations and warranties of the Loan Parties contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Loan Agreement shall survive the execution and delivery of this Agreement; provided, if anyhowever, owing or accruing that it is understood and agreed that the Borrowers’ monetary obligations under or the Existing Loan Agreement in respect of the Existing Credit loans and letters of credit thereunder are evidenced by this Agreement for periods prior to as provided herein and (2) the Closing execution, delivery and performance of this Agreement and the other Loan Documents on the Third Restatement Date shall be calculated and paid on not impair the Closing Date. Upon validity, effectiveness or priority of the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party Liens granted in favor of the Administrative Agent prior to the date hereof, or the Collateral AgentNotes issued by the Borrowers prior to the date hereof, as applicable, and such Liens and obligations in respect of the Notes are ratified and reaffirmed and shall continue unimpaired with the same priority to secure the applicable Obligations.
(c) All indemnification obligations of the Loan Parties pursuant to the Existing Credit Loan Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Loan Agreement pursuant to this Agreement.
(d) [Reserved].
(e) Each Loan Party hereby (a) ratifies and reaffirms all of its payment and performance obligations, unless terminated contingent or discharged prior otherwise, and each grant of security interests and liens in favor of the Agent, under each Reaffirmed Agreement to which it is a party, (b) agrees and acknowledges that such ratification and reaffirmation is not a condition to the continued effectiveness of such Reaffirmed Agreements and (c) agrees that neither such ratification and reaffirmation, nor the Agent’s, or on any Lender’s solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from any Loan Party with respect to any subsequent modifications to the Closing Date, Reaffirmed Agreements. The Reaffirmed Agreements shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed ratified and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateconfirmed.
Appears in 4 contracts
Sources: Loan Agreement (Cooper-Standard Holdings Inc.), Loan Agreement (Cooper-Standard Holdings Inc.), Loan Agreement (Cooper-Standard Holdings Inc.)
Amendment and Restatement. On the Closing DateThis Agreement amends, this Agreement shall amend restates, replaces and restate and supersede supersedes, in its entirety, the Existing Credit Agreement (as defined in the Recitals to this Agreement). Borrower represents, warrants and agrees that, as of the date hereof, (i) there is no uncured Default or Event of Default under the Existing Credit Agreement by any party thereto; (ii) no condition exists which, but for the passage of time or giving of notice, would constitute an uncured Default or Event of Default by any party thereto or which could give rise to a setoff or defense under the Existing Credit Agreement; (iii) the Existing Credit Agreement and the related credit documents are valid, in full force and effect, and are legally binding on the parties thereto and any prior or current holder thereof; (iv) Borrower has no defenses to the enforceability of the Existing Credit Agreement, including, but not limited to, the defense of usury; and (v) Borrower has no right of set-off to any sums due under the Existing Credit Agreement and related credit documents and no counterclaims against any party thereto or prior or current holder thereof or counterclaims pertaining to the Existing Credit Agreement. It is the intention of the Borrower and the Lenders that while this Agreement amends, restates, replaces and supersedes, in its entirety. On the Closing Date, the rights and obligations of the parties indebtedness evidenced by the Existing Credit Agreement shall be evidenced by and the related credit documents, this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented is not in payment or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect satisfaction of the Existing Credit Agreement and related credit documents, but rather is in substitution of one evidence of debt for periods prior to the Closing Date another. Nothing herein contained is intended as, or shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreementconstrued as, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Daterelated credit documents.
Appears in 4 contracts
Sources: Credit Agreement (Eastgroup Properties Inc), Credit Agreement (Eastgroup Properties Inc), Credit Agreement (Eastgroup Properties Inc)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend and restate and supersede the Existing Original Credit Agreement in its entirety. On , with the Closing Dateparties hereby agreeing that there is no novation of the Original Credit Agreement or any other Credit Document and from and after the effectiveness of this Agreement, the rights and obligations of the parties evidenced by under the Existing Original Credit Agreement shall be evidenced subsumed and governed by this Agreement Agreement. From and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon after the effectiveness of this Agreement, each reference in the Loan Documents to “Obligations under the Original Credit Agreement” or words of similar effect Agreement shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (continue as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of Obligations under this Agreement and the other Credit Documents until otherwise paid in accordance with the terms hereof. The Security Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as grant of Liens on all of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement Collateral described therein do and shall not be deemed continue to be paid, released, discharged or otherwise satisfied by secure the execution payment of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “all Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, the parties hereto acknowledge and agree that the Liens securing the “Obligations” as defined in the Original Credit Agreement, shall from and after the Restatement Effective Date secure the payment and performance of all security interests, pledges, assignments Obligations for the benefit of the Collateral Agent and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continuedSecured Parties, and all such security interests, pledges, assignments Liens shall continue in full force and other Liens effect after giving effect to this Agreement and Guarantees, are hereby confirmed and reaffirmed by each of the Credit Parties. The parties hereto further acknowledge and agree that all “Collateral Documents” as defined in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, Original Credit Agreement shall remain in full force and effect as security after the Restatement Effective Date in favor of and for the Obligations benefit of the Collateral Agent and the Secured Parties (with each reference therein to the collateral agent, the credit agreement or a credit document being a reference to the Collateral Agent, this Agreement or the other Credit Documents, as defined applicable), and each Credit Party hereby confirms and ratifies its obligations thereunder. For the avoidance of doubt, unless otherwise expressly provided herein, upon the Restatement Effective Date, any basket which permits a certain amount of a given type of transaction over the life of the Credit Agreement (however denominated) shall be reset such that any use of such baskets on or subsequent to the Closing Date but prior to the Restatement Effective Date shall be disregarded for purposes of testing such basket; provided that nothing in this AgreementSection 1.14 shall be construed to (i) on and after prohibit any transaction occurring prior to the Closing DateRestatement Effective Date utilizing the corresponding baskets under the Original Credit Agreement or (ii) apply to the calculation of any adjustment to Consolidated EBITDA (or any related definition).
Appears in 4 contracts
Sources: Amendment to Credit Agreement (National Vision Holdings, Inc.), Amendment No. 1 (National Vision Holdings, Inc.), Joinder and Amendment and Restatement Agreement (National Vision Holdings, Inc.)
Amendment and Restatement. On the Closing Restatement Effective Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, and the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amendedDocuments. Substantially concurrently with the Restatement Effective Date, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect (i) all of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document Commitments (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant each Lender that is a party to the Existing Credit Agreement, unless terminated or discharged prior Agreement but is not a party to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (ban “Exiting Lender”) ratifieswill be terminated, reaffirms and confirms that, the all outstanding Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant ) owing to the terms of this Agreement Exiting Lenders shall be repaid in full and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant each Exiting Lender will cease to the Loan Documents executed and delivered in connection with be a “Lender” under the Existing Credit Agreement are hereby reaffirmedand shall not be a Lender under this Agreement, ratified(ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, renewed the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and continued, the Administrative Agent was terminated and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full is of no further force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing DateWH Group was released from its obligations thereunder and under any other Loan Document.
Appears in 4 contracts
Sources: Credit Agreement (Smithfield Foods Inc), Credit Agreement (Smithfield Foods Inc), Credit Agreement (Smithfield Foods Inc)
Amendment and Restatement. (a) On the Closing Effective Date, the commitment of each lender that is a party to the Original Credit Agreement but is not a party to this Agreement shall amend (an “Exiting Lender”) will be terminated, all outstanding obligations owing to the Exiting Lenders will be repaid in full and restate and supersede each Exiting Lender will cease to be a Lender under the Existing Credit Agreement in its entiretyand will not be a Lender under this Agreement. On As of the Closing Effective Date, the rights remaining “Lenders” under (and obligations of as defined in) the parties evidenced by the Existing Original Credit Agreement shall be evidenced by Lenders under this Agreement with Commitments as set forth on Schedule 2.01 hereto and the other Loan Documents as amended, restated, amended by its execution and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness delivery of this Agreement, each reference such Lender hereby consents to the execution and delivery of this Agreement and to the non-pro rata reduction of commitments occurring on the Effective Date as a result of the termination of the commitments of the Exiting Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Loan Documents Exiting Lenders. The parties to “this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Original Credit Agreement” or words Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges This Agreement is not intended to and agrees that each Loan Document shall not constitute a novation, payment and reborrowing or termination of the “Obligations” (as defined in the Existing Original Credit Agreement) ). All “Loans” made and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in incurred under the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) Original Credit Agreement which are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged outstanding on the Closing Effective Date, in each case if any, shall continue as amended, restated, amended Loans and restated, supplemented or otherwise modified and/or reaffirmed pursuant to Obligations under (and shall be governed by the terms of of) this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, upon the effectiveness hereof: all security interests, pledges, assignments and other Liens and Guarantees previously granted by any references in the “Loan Party pursuant Documents” (as defined in the Original Credit Agreement) to the Loan Documents executed and delivered in connection with “Obligations” shall be deemed to refer to the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each caseObligations hereunder.
(b) Upon the Effective Date, unless expressly terminatedterminated or amended and restated in connection herewith, superseded or discharged on and after all “Loan Documents” (as defined in the Closing Date, Original Credit Agreement) shall remain in full force and effect as security for and constitute Loan Documents hereunder and all references to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” therein shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively. Each Borrower hereby ratifies, confirms, and reaffirms all of its obligations under any such Loan Document to which it is a party and acknowledges and agrees that all Liens in any of its assets and properties created under any such Loan Documents shall continue in full force and effect and shall secure the Obligations and Hedging Obligations (each as defined in this Agreement) on and after the Closing Datehereunder).
Appears in 4 contracts
Sources: Credit Agreement (Vinebrook Homes Trust, Inc.), Credit Agreement (Vinebrook Homes Trust, Inc.), Increase Agreement, Joinder, and Second Amendment to Credit Agreement (Vinebrook Homes Trust, Inc.)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) Each Borrower Party acknowledges and agrees that each Loan Document the security interests and Liens (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of granted to the Administrative Agent or the Collateral Agent, as applicable, pursuant to the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Security Documents (as defined in the Existing Credit Agreement), unless terminated shall remain outstanding and in full force and effect, without interruption or discharged on the Closing Dateimpairment of any kind, in each case as accordance with the Existing Credit Agreement and shall continue to secure the Obligations except to the extent such Security Documents are amended, restated, amended and restated, supplemented modified or otherwise modified and/or reaffirmed pursuant to supplemented on the terms of this Agreement Date.
(b) Each Borrower Party acknowledges and agrees that (i) the Obligations represent, among other Loan Documents. Without limiting things, the generality amendment, restatement, renewal, extension, consolidation and modification of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to Obligations (as defined in the Loan Documents executed and delivered Existing Credit Agreement) arising in connection with the Existing Credit Agreement and other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith; (ii) the Borrower Parties intend that the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith and the collateral pledged thereunder shall secure, without interruption or impairment of any kind, all existing Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith, as they may be amended, restated, renewed, extended, consolidated and modified hereunder, together with all other obligations hereunder; (iii) all Liens (as defined in the Existing Credit Agreement) evidenced by the Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith are hereby reaffirmed, ratified, renewed confirmed and continued; and (iv) the Loan Documents are intended to restate, renew, extend, consolidate, amend and all such security interestsmodify the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith. Each Borrower Party intends that (i) the provisions of the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith, pledgesto the extent restated, assignments renewed, extended, consolidated, amended and modified hereby and by the other Liens Loan Documents, be hereby superseded and Guaranteesreplaced by the provisions hereof and of the other Loan Documents; (ii) the Revolving Loan Notes restate, renew, extend, consolidate, amend, modify, replace, are substituted for and supersede in each casetheir entirety, unless expressly terminatedbut do not extinguish, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this the Existing Credit Agreement) on arising under the Revolving Loan Notes (as defined in the Existing Credit Agreement) issued pursuant to the Existing Credit Agreement; and after the Closing Date(iii) by entering into and performing their respective obligations hereunder, this transaction shall not constitute a novation.
Appears in 4 contracts
Sources: Credit Agreement (Oxford Industries Inc), Credit Agreement (Oxford Industries Inc), Credit Agreement (Oxford Industries Inc)
Amendment and Restatement. On (a) The Borrowers hereby confirm and agree that all Obligations outstanding under the Existing Loan Agreement immediately prior to the amendment and restatement thereof as contemplated hereby (such Obligations, the “Existing Loan Agreement Obligations”) shall, unless and until paid, continue to remain outstanding under this Agreement and shall not constitute new Obligations incurred by any of the Borrowers on or after the Closing Date. The Borrowers hereby confirm that all Existing Loan Agreement Obligations are due and owing without offset, defense, counterclaim or recoupment of any kind or nature and as of the Closing Date, this Agreement shall amend and restate and supersede none of the Obligors or any of their respective Affiliates has offset rights, counterclaims or defenses of any kind against any of their respective obligations, indebtedness or liabilities under the Existing Credit Loan Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the or any other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Loan Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor ). As of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain immediately prior to the amendment and restatement of the Existing Loan Agreement contemplated herein, there exists no Default or Event of Default under and as defined in full force and effect on the Closing Date in accordance with its terms, in Existing Loan Agreement.
(b) It is the intention of each case as amended, restated, of the parties hereto that the Existing Loan Agreement be amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant restated so as to preserve the terms perfection and priority of this all Liens securing indebtedness and obligations of the Obligors under the Existing Loan Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Loan Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended ) and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of that this Agreement and the other Loan Documents. Without limiting the generality does not constitute a novation of the foregoing, all security interests, pledges, assignments obligations and other Liens and Guarantees previously granted by any Loan Party pursuant to liabilities of the Loan Documents executed and delivered in connection with Obligors existing under the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Loan Agreement) on and after the Closing Date.
Appears in 3 contracts
Sources: Credit Agreement (United Rentals North America Inc), Credit Agreement (United Rentals North America Inc), Credit Agreement (United Rentals North America Inc)
Amendment and Restatement. On the Closing Date, The parties hereto agree that: (a) this Agreement shall amend is intended to, and restate does hereby, restate, renew, extend, amend, modify, supersede and supersede replace the Existing Credit Agreement in its entirety; (b) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension and modification of the “Obligations” (as defined in the Existing Credit Agreement); (c) the Notes, if any, executed pursuant to the Existing Credit Agreement shall continue to evidence the Obligations (as defined in this Agreement); (d) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished or discharged the indebtedness under the Existing Credit Agreement, all of which indebtedness shall continue under and be governed by this Agreement and the other Loan Documents, (e) the liens and security interests created by or pursuant to the Existing Credit Agreement (including each of the “Collateral Documents” as defined in the Existing Credit Agreement) are ratified and confirmed as security for the Obligations, without novation, discharge or interruption, except as expressly provided otherwise herein or in any other Loan Document; and (f) all references to the Existing Credit Agreement contained in any Loan Document shall mean such agreement, as amended and restated hereby. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit AgreementLenders” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor that are not Lenders hereunder (the “Non-Continuing Lenders”), the Administrative Agent, on behalf of the Administrative Agent or Lenders party hereto, and the Collateral AgentBorrower shall enter into an assignment agreement pursuant to which the Lenders and Non-Continuing Lenders shall make such assignments and assumptions so that, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior after giving effect thereto and to or any Loans made on the Closing Date, shall remain in full force and effect on the Closing Date Total Outstandings under this Agreement are held by the Lenders in accordance with its terms, in their respective Applicable Percentages; and each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant Lender by execution hereof authorizes the Administrative Agent to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation execute any such assignment agreement on behalf of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing DateLender.
Appears in 3 contracts
Sources: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend become effective on the Effective Date and restate shall supersede all provisions of the Original Credit Agreement as of such date. From and supersede after the Existing Effective Date all references made to the Original Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other any Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under Document or in respect of the Existing Credit Agreement for periods prior any other instrument or document shall, without more, be deemed to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents refer to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) This Agreement amends and restates the Original Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Original Credit Agreement or the indebtedness, obligations and liabilities of the Borrower evidenced or provided for thereunder. The Borrower heretofore executed and delivered to the Collateral Agent the Company Security Agreement and certain other Collateral Documents. The Borrower hereby acknowledges and agrees that each Loan Document (as defined in the Existing Credit Liens created and provided for by the Collateral Documents continue to secure, among other things, the Obligations arising under this Agreement) ; and all other instruments the Collateral Documents and documents executed the rights and delivered by such Loan Party in favor remedies of the Administrative Agent or the Collateral Agent, as applicablethe Administrative Agent, pursuant and the Existing Credit AgreementLenders thereunder, unless terminated or discharged prior to or on the Closing Dateobligations of the Borrower thereunder, shall and the Liens created and provided for thereunder remain in full force and effect on and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the Closing Date in accordance with its terms, in each case priority of the liens and security interests created and provided for by the Collateral Documents as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms indebtedness which would be secured thereby prior to giving effect to this Agreement. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Credit Agreement” and the “Notes” referred to in the Company Security Agreement and any of the other Collateral Documents shall from and after the date hereof be deemed a reference to this Agreement and the other Credit Documents and Notes (bif any) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties issued hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 3 contracts
Sources: Revolving Credit Agreement (World Acceptance Corp), Revolving Credit Agreement (World Acceptance Corp), Revolving Credit Agreement (World Acceptance Corp)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. (a) On the Closing Date, the rights Existing Credit Agreement shall be amended and obligations of the parties evidenced restated in its entirety by this Agreement and the Existing Credit Agreement shall thereafter be evidenced of no further force and effect except to evidence (i) the incurrence by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect Borrowers of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated “Obligations” under and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by Agreement (whether or not such Loan Party in favor “Obligations” are contingent as of the Administrative Closing Date), (ii) the representations and warranties made by the Credit Parties prior to the Closing Date and (iii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in such Existing Credit Agreement).
(b) The terms and conditions of this Agreement and the rights and remedies of the Agent or and the Collateral Agent, as applicable, pursuant Lenders under this Agreement and the Loan Documents shall apply to all of the Obligations incurred under the Existing Credit Agreement, unless terminated or discharged prior to or on .
(c) On and after the Closing Date, (i) all references to the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement and (ii) all references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement.
(d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document.
(e) For the avoidance of doubt, unless otherwise specified in this Agreement, all “baskets” set forth in this Agreement shall be calculated from the Closing Date.
(f) The Borrowings of $215,000,000.00 outstanding under the Existing Credit Agreement on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding shall be deemed borrowed under this Agreement using the existing maturity dates for each LIBOR Borrowing under the Existing Credit Agreement and understood and agreed that this Agreement shall not be deemed serve as the request for Borrowing referred to be paid, released, discharged or otherwise satisfied by the execution in Section 2.03 of this Agreement, and this Agreement the Lenders shall not constitute a refinancingfund such portion of the Borrowing, substitution or novation receive prepayment of such Obligations or any of the other rightsBorrowings, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated and/or roll outstandings under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all forward to this agreement as directed by the Agent such security interests, pledges, assignments and other Liens and Guarantees, in that after giving effect thereto each case, unless expressly terminated, superseded or discharged Lender has made its Applicable Percentage of the Borrowings outstanding on and after the Closing DateDate with the understanding that the resulting maturity periods are different than allowed in the Interest Period definition.
(g) Each Lender hereby irrevocably authorizes the Administrative Agent, shall remain to enter into, or amend, any intercreditor agreement (including the Intercreditor Agreement) (or similar agreements with the same or similar purpose) as agent for and on behalf its behalf in full force and effect as security for accordance with the Obligations (as defined terms specified in this Agreement and agrees that the Administrative Agent, may take such actions on its behalf as is contemplated by the terms of any such intercreditor agreement (including the Intercreditor Agreement). Any such intercreditor agreement (including the Intercreditor Agreement) entered into by the Administrative Agent on behalf of the Lenders shall be binding upon each Lender. The Administrative Agent shall notify the Lenders of the effectiveness of the intercreditor agreement when executed and after shall provide a copy of the Closing Dateexecuted intercreditor agreement to the Lenders as and when effective. Each Lender hereby consents to the Administrative Agent executing an intercreditor agreement on behalf of the Lenders.
Appears in 3 contracts
Sources: Credit Agreement (Natural Resource Partners Lp), Credit Agreement (Natural Resource Partners Lp), Credit Agreement (Natural Resource Partners Lp)
Amendment and Restatement. On It is intended by the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations parties hereto that (a) all Obligations of the parties evidenced by under the Existing Credit Agreement shall continue to exist under and be evidenced by this Agreement and the other Loan Documents; and (b) except as expressly stated herein or amended hereby, the Existing Agreement and the other Loan Documents are ratified and confirmed as amended, restated, amended and restated, supplemented or otherwise modified remaining unmodified and in full force and effect on with respect to all Obligations; it being understood that it is the Closing intent of the parties hereto that this Agreement does not constitute a novation of rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Existing Agreement and such rights, obligations and liabilities shall continue and remain outstanding, and that this Agreement amends, restates and replaces in its entirety the Agreement. From and after the Restatement Effective Date. All principal, interestall Obligations of the Borrowers under the Existing Agreement shall become Obligations of such Persons hereunder, fees and expensesall Obligations, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior Subsidiary Borrowers shall become fully and continuously guaranteed by the U.S. Borrower pursuant to the Closing Date shall be calculated and paid on the Closing DateU.S. Borrower Guaranty. Upon the effectiveness of this AgreementAgreement in accordance with Section 4.01, each Loan Document other than the Existing Agreement that was in effect immediately prior to the Restatement Effective Date shall continue to be effective and, unless the context otherwise requires, any reference in to the Loan Documents Existing Agreement contained therein shall be deemed to “refer to this Agreement and any reference to the Credit Agreement” Loans or words of similar effect Obligations shall mean be deemed to refer to the Loans and Obligations under this Agreement. Each Loan Party (a) acknowledges This Agreement, and agrees that each Loan Document (as defined in of the amendments to the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of Agreement effected hereby on the Administrative Agent or the Collateral AgentRestatement Effective Date, as applicable, pursuant is binding on each Lender party to the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of Restatement Effective Date, notwithstanding that this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not may be deemed to be paid, released, discharged or otherwise satisfied signed by the execution of this Agreement, and this Agreement shall Required Lenders but not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing DateLenders.
Appears in 3 contracts
Sources: Credit Agreement (Miller Herman Inc), Credit Agreement (Miller Herman Inc), Credit Agreement (Miller Herman Inc)
Amendment and Restatement. On the Closing Date, this 1.9.1 This Agreement shall amend amends and restate and supersede restates the Existing Credit Agreement in its entiretyentirety so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement, as amended hereby, and shall not be considered a novation thereof or termination of the obligations and liabilities existing thereunder. On This Agreement shall supersede the Existing Credit Agreement insofar as it constitutes the entire agreement between the parties concerning the subject matter of this Agreement. With respect to (i) any date or time period occurring and ending prior to the Closing Date, the rights and obligations of the parties evidenced Parties hereto shall be governed by the Existing Credit Agreement shall be evidenced by this Agreement (including, the exhibits and schedules thereto) and the other Loan Documents (as amendeddefined therein), restated, amended which for such purposes shall remain in full force and restated, supplemented effect; and (ii) any date or otherwise modified and in effect time period occurring or ending on or after the Closing Date, the rights and obligations of the Parties hereto shall be governed by this Agreement (including, the exhibits and Schedules hereto) and the other Loan Documents (as defined herein). All principal, interest, fees and expenses, if any, owing Any provision hereof which differs from or accruing under or in respect is inconsistent with a provision of the Existing Credit Agreement for periods prior constitutes an amendment to the Closing Date shall be calculated Existing Credit Agreement with each such amendment being effective as and paid on from the Closing Date. Upon the effectiveness This Agreement will not discharge or constitute a novation of this Agreementany debt, each reference in the Loan Documents to “the Credit Agreement” obligation, covenant or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined agreement contained in the Existing Credit Agreement) Agreement or in any Security or other Loan Documents, agreements, certificates, instruments, financing statements and all other instruments and documents executed and delivered by such Loan Party in favor or on behalf of the Administrative Agent parties thereto in respect thereof or the Collateral Agentin connection therewith, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, but same shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant save to the terms extent same are amended by the provisions of this Agreement and the due authorization, execution and delivery thereof, and all actions heretofore taken in connection therewith, including without limitation (i) all of its payment and performance obligations, contingent or otherwise, under each of the Security and other Credit Loan Documents to which it is a party (after giving effect hereto) and (bii) ratifies, reaffirms and confirms that, to the extent such Obligor granted liens on or security interests in any of its property pursuant to such Security or other Loan Document as security for or otherwise guaranteed any of the Obligations under or with respect to the Loan Documents, such guarantee and grant of security interests and liens, are hereby ratified and confirmed in all respects. All representations and warranties set out in this Agreement are freshly made on the date hereof, but nothing herein shall release or otherwise affect the liability of the Borrowers or other Restricted Parties (as applicable) in connection with the representations and warranties provided by them in the Existing Credit Agreement.
1.9.2 Each Obligor hereby represents, warrants, acknowledges and agrees with the Agent that remain unpaid all Security and outstanding as of all other Loan Documents executed and delivered by it to the Agent prior to the date of this Agreement after giving continue in full force and effect and remain valid and enforceable in accordance with their respective terms, save to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied extent same are amended by the execution provisions of this Agreement, and are hereby ratified and confirmed. The execution of this Agreement shall not operate as a waiver of any right, power or remedy of the Agent or any Lender or constitute a refinancing, substitution or novation waiver of such Obligations or any provision of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed Document.
1.9.3 Furthermore, each Obligor hereby confirms, acknowledges and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged agrees that on and after the Closing Date, shall remain Date (a) all guarantees granted by it pursuant to or confirmed by the Existing Credit Agreement that directly or in full force guarantee and effect as security for continues to guarantee payment and performance of the Obligations and Other Secured Obligations (in each case as defined herein) of each Borrower (in this Section 1.9, referred to as the “Guaranteed Obligations”), (b) all other Security granted by it pursuant to or confirmed by the Existing Credit Agreement secures and continues to secure payment and performance of (1) in the case of the Borrowers, their Obligations as defined in this Agreement, or (2) on in the case of the other Obligors, the Guaranteed Obligations, (c) each reference to “Borrower” in the Security or other Loan Documents shall mean and after be a reference to the Closing Date“Borrowers” as defined herein, (d) each reference to “Guarantee” or “Guaranty” in any Security or other Loan Documents shall mean and be a reference to the guarantees delivered under or confirmed by the Existing Credit Agreement and in addition thereto, any guarantees delivered under this Agreement, (e) any reference to Secured Parties in the Security or other Loan Documents shall mean and be a reference to “Secured Parties” as defined herein, and (f) any reference to the Existing Credit Agreement or a credit agreement that was, directly or indirectly, replaced or superseded by the Existing Credit Agreement in any Security or other Loan Document delivered pursuant to any of the foregoing shall be a reference to this Agreement and the Security and other Loan Documents are hereby amended to that effect. The confirmations by each Obligor incorporated in Germany of its Guaranteed Obligations is subject to its guarantee continuing to be restricted as provided in the guarantee, all of which is acknowledged by the Lenders. Notwithstanding anything contained in this Agreement, the Parties acknowledge that, while the pledges of Equity Interests issued by Obligors incorporated in Germany that form part of the Security are confirmed and acknowledged by this Agreement, the German law governed share pledge agreements that create those pledges are expressly not amended by this Agreement.
Appears in 3 contracts
Sources: Credit Agreement (ATS Corp /ATS), Third Amending Agreement (ATS Corp /ATS), Second Amending Agreement (ATS Corp /ATS)
Amendment and Restatement. On The parties agree that on the Closing Effective Date, the Existing Program Agreement shall be amended and restated in its entirety by this Agreement shall amend and restate and supersede (a) all references to the Existing Credit Agreement in any document other than this Agreement (including in any amendment, waiver or consent to such document) shall be deemed to refer to this Agreement as an amendment and restatement of the Existing Program Agreement in its entirety, and (b) all references to any section (or subsection) of the Existing Program Agreement in any document (but not herein) shall be amended to be references to the corresponding provisions of this Agreement. On This Agreement is not intended to constitute, and does not constitute, a novation of the Closing obligations and liabilities under the Existing Program Agreement or to evidence fulfillment of all or any portion of such obligations and liabilities. Further, on and after the Effective Date, the rights and obligations of the parties evidenced by (a) the Existing Credit Program Agreement shall be evidenced by this Agreement of no further force and the other Loan Documents effect, except as amended, restated, amended and restatedrestated hereby, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing except to evidence (i) prior transactions under or in respect of the Existing Credit Agreement for periods Program Agreement, (ii) the representations and warranties made thereunder by the Bank and UNI prior to the Closing Effective Date shall with respect to any transactions under the Existing Program Agreement only, and (iii) any action or omission performed or required to be calculated performed pursuant to the Existing Program Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the Existing Program Agreement) as such action or omission relates to the Existing Program Agreement, and paid on (b) the Closing Date. Upon the effectiveness terms and conditions of this Agreement, each reference in including all rights and remedies hereunder, shall apply to all obligations incurred under the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Existing Program Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in Until the Effective Date, the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, Program Agreement shall remain in full force and effect on the Closing Date in accordance with its terms. Each party (1) reserves the right to request (and the other party is obligated to provide) assistance to transition any systems, in each case as amended, restated, amended and restated, supplemented processes or otherwise modified and/or reaffirmed pursuant other existing guidelines to conform to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution conditions of this Agreement, and (2) acknowledges and agrees that each party shall remain obligated to pay any fees and expenses for services or other activities that were properly performed prior to this Agreement termination and such payment obligation shall not constitute a refinancingsurvive such termination. Except as may be applicable under the immediately preceding sentence, substitution there shall be no termination fees or novation of such Obligations or any charges applicable to the termination of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Existing Program Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 3 contracts
Sources: Loan Program Agreement (Upstart Holdings, Inc.), Loan Program Agreement (Upstart Holdings, Inc.), Loan Program Agreement (Upstart Holdings, Inc.)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On , with the Closing Dateparties hereby agreeing that there is not, nor is there intended to be, a novation of the Existing Credit Agreement or any other Loan Document under the Existing Credit Agreement and from and after the effectiveness of this Agreement, the rights and obligations of the parties evidenced by under the Existing Credit Agreement shall be evidenced subsumed and governed by this Agreement Agreement. From and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon after the effectiveness of this Agreement, each reference in the “Obligations” under the Existing Credit Agreement shall continue as Obligations under the Loan Documents under this Agreement and the Loan Documents until otherwise paid in accordance with the terms hereof. The Collateral Documents and the grant of Liens on all of the Collateral described therein do and shall continue to secure the payment of all Obligations. Without limiting the generality of the foregoing, the parties hereto acknowledge and agree that the Liens securing the “Obligations” (as defined in the Existing Credit Agreement” or words ) of similar effect any Loan Party, shall mean from and after the Effective Date secure the payment and performance of all Obligations (as defined in this Agreement. Each ) of such Loan Party (a) acknowledges for the benefit of the Collateral Agent and agrees that the Secured Parties, and each Loan Document Party reaffirms its prior grant of the Liens granted by it pursuant to the “Collateral Documents” (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, Liens shall remain continue in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied are hereby confirmed and reaffirmed by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any each of the other rights, duties Loan Parties. The parties hereto further acknowledge and obligations of the parties hereunder, and the terms agree that all “ObligationsCollateral Documents” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, ) shall remain in full force and effect as security after the Effective Date in favor of and for the Obligations benefit of the Collateral Agent and the Secured Parties (with each reference therein to the collateral agent, the credit agreement or a loan document being a reference to the Collateral Agent, this Agreement or the other Loan Documents, as defined applicable), in this Agreement) each case, as such Collateral Documents are modified on the Effective Date, and after the Closing Dateeach Loan Party hereby confirms and ratifies its obligations thereunder.
Appears in 3 contracts
Sources: Amendment and Restatement Agreement (Ardent Health Partners, LLC), Abl Credit Agreement (Ardent Health Partners, LLC), Abl Credit Agreement (Ardent Health Partners, LLC)
Amendment and Restatement. On (a) This Agreement amends and restates the Existing Purchase Agreement as of the Closing Date and the terms and provisions of the Existing Purchase Agreement are restated hereby in their entirety as of the Closing Date. The Administrative Agent, the Collateral Agent, the Group Agents and the Lenders hereby further consent to the concurrent amendment and restatement of the Existing Sale Agreement through the entry into the Sale Agreement and the concurrent second amendment and restatement of the limited liability company agreement of the Borrower on the Closing Date, this Agreement shall amend in substantially the form delivered to the Administrative Agent and restate the Collateral Agent. From and supersede after the date hereof, each reference to the Existing Credit Purchase Agreement in its entirety. On the Closing Dateany other document, the rights instrument or agreement shall mean and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior a reference to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference to the Existing Sale Agreement in the Loan Documents to “the Credit Agreement” any other document, instrument or words of similar effect agreement shall mean this and be a reference to the Sale Agreement, and each reference to the limited liability company agreement of the Borrower in any other document, instrument or agreement shall mean and be a reference to the limited liability company agreement of the Borrower as so amended. Each Loan Party For the avoidance of doubt, except to the extent expressly contemplated in Section 5.03(b) below, (ai) acknowledges all obligations and agrees that each Loan Document (as defined liabilities of the Borrower and ADT under or in connection with the Existing Credit AgreementPurchase Agreement (including all Obligations) shall remain outstanding hereunder and all other instruments shall be enforceable against the applicable parties under this Agreement and documents executed and delivered (ii) the first priority perfected security interest granted by such Loan Party in favor of the Administrative Agent or Borrower pursuant to the Existing Purchase Agreement to the Collateral Agent, for the benefit of the Affected Parties, in, to and under the Collateral remains outstanding (and uninterrupted) as applicable, pursuant a first priority perfected security interest in the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed Collateral pursuant to the terms of this Agreement. This Agreement and does not constitute a novation of the other Credit Documents and Existing Purchase Agreement (or a novation of any of the obligations thereunder).
(b) ratifiesThe parties acknowledge that the Borrower, reaffirms ADT and confirms their Affiliates intended for the Existing Purchase Agreement to contemplate, in economic substance, a secured lending arrangement, rather than to effectuate the economic equivalent of a sale of the Existing Receivable Pool from the Borrower to the Collateral Agent; it being understood that no Secured Party shall have any responsibility or liability with respect to any such characterization whatsoever, or otherwise as a result of the foregoing acknowledgement. To the extent that, notwithstanding the Obligations that remain unpaid and outstanding as foregoing, the arrangement under the Existing Purchase Agreement is deemed to have constituted a transfer from the Borrower to the Collateral Agent of the date Existing Receivable Pool or any interest therein, then the parties agree that upon the effectiveness of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case the Collateral Agent (on behalf of Mizuho Bank, Ltd. as amendedthe sole Purchaser under the Existing Purchase Agreement) is hereby deemed to sell, restatedconvey, amended transfer and restatedassign to the Borrower, supplemented without recourse or otherwise modified and/or reaffirmed warranty, the Existing Receivable Pool, including all Collections thereon and all other interests therein, subject to the security interest therein granted by the Borrower to the Collateral Agent pursuant to Section 5.04 (it being understood and agreed that the terms security interest granted by the Borrower pursuant to Section 9.1 of the Existing Purchase Agreement shall survive and continue pursuant to Section 5.04 hereof), in exchange for a purchase price equal to (1) [REDACTED], the payment of which is funded by the Initial Loan under this Agreement and (the other proceeds of which Initial Loan Documents. Without limiting shall be applied by the generality Administrative Agent directly to payment of such cash purchase price), (2) the extinguishment of any RPA Deferred Purchase Price under the Existing Purchase Agreement, (3) the payment on the Settlement Date immediately following the Closing Date to Mizuho Bank, Ltd. as the sole Purchaser under the Existing Purchase Agreement of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party Yield accrued during June 2021 under the Existing Purchase Agreement in the amount of [REDACTED] pursuant to Section 3.01(d)(iii), and (4) the Loan Documents executed and delivered payment on the Settlement Date in connection with August 2021 to Mizuho Bank, Ltd. as the sole Purchaser under the Existing Credit Purchase Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after of the Yield accrued during July 2021 under the Existing Purchase Agreement prior to the Closing Date, shall remain Date in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateamount of [REDACTED] pursuant to Section 3.01(d)(iii).
Appears in 3 contracts
Sources: Receivables Financing Agreement (ADT Inc.), Receivables Financing Agreement (ADT Inc.), Receivables Financing Agreement (ADT Inc.)
Amendment and Restatement. On Each Credit Party acknowledges and agrees that the Closing Datesecurity interest granted to Agent, for the benefit of Prior Lender Group, or any of them, pursuant to the Loan Documents (as defined in the Prior Credit Agreement), shall remain outstanding and in full force and effect in accordance with the Prior Credit Agreement and the other Loan Documents (as defined in the Prior Credit Agreement), as modified herein and in the other Loan Documents, and shall continue to secure the Obligations. Credit Parties and Lenders acknowledge and confirm that (i) the Obligations represent, among other things, the amendment, restatement, renewal, extension, consolidation and modification of the Obligations (as defined in the Prior Credit Agreement) arising in connection with the Prior Credit Agreement and other Loan Documents (as defined in the Prior Credit Agreement); (ii) the Prior Credit Agreement and the other Loan Documents (as defined in the Prior Credit Agreement) and the collateral pledged thereunder shall secure, without interruption or impairment of any kind, all existing Obligations (as defined in the Prior Credit Agreement) under the Prior Credit Agreement and the other Loan Documents (as defined in the Prior Credit Agreement) as amended, restated, renewed, extended, consolidated or modified hereunder and under the other Loan Documents, together with all other Obligations hereunder; (iii) all Liens evidenced by the Loan Documents (as defined in the Prior Credit Agreement) are hereby ratified, confirmed and continued as modified, amended or restated under the Loan Documents; and (iv) this Agreement shall is intended to restate, renew, extend, consolidate, amend and restate and supersede modify the Existing Prior Credit Agreement in its entirety. On Borrowers and Lenders intend that (i) the Closing Date, the rights and obligations provisions of the parties evidenced by the Existing Prior Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Prior Credit Agreement) ), to the extent restated, renewed, extended, consolidated, amended or modified hereby and all by the other instruments Loan Documents, be hereby superseded and documents executed replaced by the provisions hereof and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents Loan Documents; and (bii) ratifiesby entering into and performing their respective obligations hereunder, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement transaction shall not constitute a refinancing, substitution novation and shall in no way adversely affect or novation impair the priority of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in Liens granted by the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Prior Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 3 contracts
Sources: Credit Agreement (Blount International Inc), Credit Agreement (Blount International Inc), Credit Agreement (Blount International Inc)
Amendment and Restatement. On Effective immediately upon the Closing Date, this Agreement shall amend the terms and restate and supersede conditions of the Existing Credit Agreement in its entiretyshall be amended and restated as set forth herein and the Existing Credit Agreement shall be superseded by this Agreement. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified the grant of security interests and Liens in effect on the Closing Date. All principal, interest, fees Collateral by the Borrowers and expenses, if any, owing or accruing the Guarantors under or in respect of the Existing Credit Agreement for periods prior to and the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the other “Loan Documents to “the Credit AgreementDocuments” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) shall continue under this Agreement and all the other instruments Loan Documents, and documents executed and delivered by such Loan Party shall not in favor of the Administrative Agent any event be terminated, extinguished or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior annulled but shall hereafter continue to or on the Closing Date, shall remain be in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of be governed by this Agreement and the other Loan Documents. All Obligations (as defined in the Existing Credit Documents Agreement) under the Existing Credit Agreement and the other “Loan Documents” (bas defined in the Existing Credit Agreement) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and shall continue to be outstanding except as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under expressly modified by this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied governed in all respects by the execution of this Agreement, and this Agreement shall and the other Loan Documents, it being agreed and understood that this Agreement does not constitute a refinancingnovation, substitution satisfaction, payment or novation reborrowing of such Obligations any Obligation (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any of the other rights, duties and obligations of the parties hereunder, and the terms “ObligationsLoan Document” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated nor does it operate as a waiver of any right, power or discharged on remedy of the Closing Date, Lender under any “Loan Document” (as defined in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant the Existing Credit Agreement). All references to the terms of Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateprovisions hereof.
Appears in 3 contracts
Sources: Credit Agreement (Christopher & Banks Corp), Credit Agreement (Christopher & Banks Corp), Credit Agreement (Christopher & Banks Corp)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend amends and restate and supersede the Existing Credit Agreement restates in its entiretyentirety the Original Credit Agreement. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this This Agreement and the other Loan Documents as amended, restated, amended govern the present relationship between the Credit Parties and restated, supplemented or otherwise modified and in effect on the Closing DateLender. All principal, interest, fees and expenses, if any, owing or accruing under or in With respect of to matters relating to the Existing Credit Agreement for periods period prior to the Closing Date shall be calculated Date, all of the provisions of the Original Credit Agreement and paid on the Closing Date. Upon the effectiveness of this Agreementsecurity agreements, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges pledge agreements, guarantees, and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other documents, instruments and documents agreements executed in connection therewith, are each ratified and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, confirmed and shall remain in full force and effect on effect. This Agreement, however, is in no way intended, nor shall it be construed, to affect, replace, impair or extinguish the Closing Date in accordance with its termscreation, in attachment, perfection or priority of the security interests in, and other Liens on, the Collateral, which security interests and other Liens each case as amendedof the Credit Parties, restatedby this Agreement, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifiesacknowledges, reaffirms and confirms thatto the Lender. In addition, except as otherwise provided herein, all obligations and liabilities and indebtedness created or existing under, pursuant to, or as a result of, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Original Credit Agreement shall not constitute a refinancing, substitution or novation continue in existence within the definition of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, which obligations, liabilities and (y) are secured indebtedness the Credit Parties, by this Agreement, acknowledge, reaffirm and confirm. Credit Parties agree that any outstanding commitment or other obligation to make advances or otherwise extend credit or credit support to any Credit Party pursuant to the Collateral Documents (as defined in Original Credit Agreement is superseded by, and renewed and consolidated under, this Agreement. Credit Parties represent and warrant that none of them have assigned or otherwise transferred any rights arising under the Existing Original Credit Agreement), unless terminated or discharged . In order to induce the Lender to enter into this Agreement on the Closing Date, in each case as amendedCredit Party hereby represents, restated, amended warrants and restated, supplemented or otherwise modified and/or reaffirmed covenants to Lenders that it has determined that each Credit Party will benefit specifically and materially from the amendment and restatement of the Original Credit Agreement pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 3 contracts
Sources: Revolving Credit and Security Agreement (Neogenomics Inc), Revolving Credit and Security Agreement (Neogenomics Inc), Revolving Credit and Security Agreement (Neogenomics Inc)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) Each Borrower Party acknowledges and agrees that each Loan Document the security interests and Liens (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of granted to the Administrative Agent or the Collateral Agent, as applicable, pursuant to the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Security Documents (as defined in the Existing Credit Agreement), unless terminated shall remain outstanding and in full force and effect, without interruption or discharged on the Closing Dateimpairment of any kind, in each case as accordance with the Existing Credit Agreement and shall continue to secure the Obligations except to the extent such Security Documents are amended, restated, amended and restated, supplemented modified or otherwise modified and/or reaffirmed pursuant to supplemented on the terms of this Agreement Date.
(b) Each Borrower Party acknowledges and agrees that (i) the Obligations represent, among other Loan Documents. Without limiting things, the generality amendment, restatement, renewal, extension, consolidation and modification of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to Obligations (as defined in the Loan Documents executed and delivered Existing Credit Agreement) arising in connection with the Existing Credit Agreement and other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith; (ii) the Borrower Parties intend that the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith and the collateral pledged thereunder shall secure, without interruption or impairment of any kind, all existing Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith, as they may be amended, restated, renewed, extended, consolidated and modified hereunder, together with all other obligations hereunder; (iii) all Liens (as defined in the Existing Credit Agreement) evidenced by the Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith are hereby reaffirmed, ratified, renewed confirmed and continued; (iv) the Loan Documents are intended to restate, renew, extend, consolidate, amend and all such security interestsmodify the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith; and (v) any reference to the Existing Credit Agreement in any Loan Document shall be a reference to this Agreement. Each Borrower Party intends that (i) the provisions of the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith, pledgesto the extent restated, assignments renewed, extended, consolidated, amended and modified hereby and by the other Liens Loan Documents, be hereby superseded and Guaranteesreplaced by the provisions hereof and of the other Loan Documents; (ii) the Revolving Loan Notes restate, renew, extend, consolidate, amend, modify, replace, are substituted for and supersede in each casetheir entirety, unless expressly terminatedbut do not extinguish, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in the Existing Credit Agreement) arising under the Revolving Loan Notes (as defined in the Existing Credit Agreement) issued pursuant to the Existing Credit Agreement; and (iii) by entering into and performing their respective obligations hereunder, this transaction shall not constitute a novation. All costs and expenses which were due and owing under the Existing Credit Agreement shall continue to be due and owing under, and shall be due and payable in accordance with, this Agreement) on and after the Closing Date.
Appears in 3 contracts
Sources: Second Amendment to Fourth Amended and Restated Credit Agreement (Oxford Industries Inc), Credit Agreement (Oxford Industries Inc), Credit Agreement (Oxford Industries Inc)
Amendment and Restatement. On This Agreement shall become effective on the Closing Restatement Effective Date and shall supersede all provisions of the Prior Credit Agreement as of such date. From and after the Restatement Effective Date, this Agreement shall amend and restate and supersede all references made to the Existing Prior Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other any Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under Document or in respect of the Existing Credit Agreement for periods prior any other instrument or document shall, without more, be deemed to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents refer to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) Borrower hereby acknowledges and agrees that each Loan Document (as defined in a) the Existing Credit Agreement) Liens created and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or provided for under the Collateral AgentDocuments continue to secure, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the among other Credit Documents and (b) ratifies, reaffirms and confirms thatthings, the Obligations that under the Prior Credit Agreement which shall remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Restatement Effective Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of well as those hereafter arising under this Agreement and the other Loan Documents. Without limiting ; and (b) the generality heretofore delivered Collateral Documents and the rights and remedies of the foregoingAdministrative Agent thereunder, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with obligations of the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continuedBorrowers thereunder, and all such security interests, pledges, assignments the Liens created and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall provided for thereunder remain in full force and effect as security for the Obligations (as defined and shall not be affected, impaired or discharged hereby. Nothing in this Agreement shall in any manner affect or impair the priority of the Liens and security interests created and provided for hereunder or in any other Loan Document as to the indebtedness which would be secured thereby prior to giving effect to this Agreement) . Nothing in this Agreement shall constitute a novation of any indebtedness or other obligations owing by any Borrower under the Prior Credit Agreement based on any facts occurring or existing prior to the execution and after the Closing Datedelivery of this Agreement and all such indebtedness and obligations shall be Obligations hereunder as described herein.
Appears in 3 contracts
Sources: Credit Agreement (Delek Logistics Partners, LP), Credit Agreement (Delek Logistics Partners, LP), Credit Agreement (Delek US Holdings, Inc.)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit (a) This Agreement shall be evidenced by this Agreement deemed to be an amendment to and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect restatement of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Initial Credit Agreement, unless terminated or discharged prior to or on and the Closing Date, Initial Credit Agreement as amended and restated hereby shall remain in full force and effect on and is hereby ratified and confirmed in all respects. This Agreement is not intended to constitute, nor does it constitute, an interruption, suspension of continuity, satisfaction, discharge of prior duties, novation, or termination of the Closing Date in accordance with Initial Credit Agreement or the liens, security interests, loans, guarantees, liabilities, expenses, or obligations under the Initial Credit Agreement, or the collateral thereunder. Each of the Obligors affirms its terms, in each case duties and obligations under the terms of the Initial Credit Agreement (as amended, restated, amended and restatedrestated by this Agreement). This Agreement amends and restates the Initial Credit Agreement in its entirety and any obligation thereunder shall be deemed to be outstanding under this Agreement. If there is a conflict between the Initial Credit Agreement and this Agreement, supplemented this Agreement shall govern from and after the Restatement Date. Upon the Restatement Date, each reference to the Initial Credit Agreement in any other Secured Debt Document or otherwise modified and/or reaffirmed pursuant in any other document, instrument or agreement shall mean and be a reference to the Initial Credit Agreement as amended and restated by this Agreement.
(b) Each Obligor hereby expressly acknowledges and agrees that as at the Restatement Date the Term Loan Required Payments (reflecting drawn Term Loan Commitments) which are outstanding are set out in the Repayment Schedule prepared as of the Restatement Date set forth in Schedule 2.03.
(c) Each Obligor hereby (i) expressly acknowledges the terms of this Agreement Agreement, (ii) ratifies and affirms its obligations under the other Credit Loan Documents (including guarantees and security agreements) executed by such Obligor and (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and (b) ratifiesagrees such Loan Documents remain in full force and effect, reaffirms and confirms that, including with respect to the Obligations that remain unpaid and outstanding as obligations of the date of Borrower as modified by this Agreement Agreement. Each Obligor further represents and warrants to each Secured Party that after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and neither the modification of the Initial Credit Agreement effected pursuant to this Agreement, nor the execution, delivery, performance or effectiveness of this Agreement shall not constitute a refinancing(A) impairs the validity, substitution effectiveness or novation of such Obligations or any priority of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” Liens granted pursuant to any Secured Debt Document (as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Initial Credit Agreement), unless terminated and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or discharged on hereafter incurred; or (B) requires that any new filings be made or other action taken to perfect or to maintain the Closing Dateperfection of such Liens.
(d) Each Obligor hereby agrees, in acknowledges and affirms that (i) each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, to which it is a party shall remain in full force and effect as and shall constitute security for all Obligations pursuant to the Obligations Initial Credit Agreement as amended and restated hereby, and (as defined ii) any reference to the Initial Credit Agreement appearing in this Agreement) any other Secured Debt Document shall on and after the Closing DateRestatement Date be deemed to refer to the Initial Credit Agreement as amended and restated hereby. In furtherance of the foregoing, each Obligor hereby confirms the security interest in the Collateral granted by it in favor of the Security Trustee pursuant to each Collateral Document to which it is a party.
Appears in 3 contracts
Sources: Credit Agreement (Atlas Corp.), Credit Agreement (Atlas Corp.), Credit Agreement (Atlas Corp.)
Amendment and Restatement. On the Closing Date, Each undersigned Loan Party agrees that (a) this Agreement amends and restates and is substituted for (and is not executed in novation of) the Existing Credit Agreement, (b) that the security interest provided under the Collateral Documents referenced therein (the “Existing Collateral Documents”) shall amend continue uninterrupted and restate that the security interests granted under the Existing Collateral Documents continue in effect as security for all obligations and supersede liabilities under the Existing Credit Agreement as amended and restated by this Agreement and (c) that the guaranty provided under the Guaranty referenced therein (the “Existing Guaranty”) shall continue uninterrupted and that the guaranty provided under the Existing Guaranty shall continue in its entirety. On the Closing Date, the rights effect as guaranty for all obligations and obligations of the parties evidenced by liabilities under the Existing Credit Agreement shall be evidenced as amended and restated by this Agreement Agreement. Without limitation of the foregoing, each Loan Party acknowledges, confirms and agrees that it (i) has guaranteed the Obligations and (ii) created Liens in favor of the Lenders and other secured parties on the Collateral to secure its obligations hereunder and under the other Loan Documents as amendedto which it is a party. Each Loan Party acknowledges that it has reviewed the terms and provisions of this Agreement, restated, amended and restated, supplemented or otherwise modified consents to the amendment and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect restatement of the Existing Credit Agreement for periods prior effected pursuant to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (ax) acknowledges and agrees confirms that each Loan Document (as defined in the Existing Credit Agreement) to which it is a party or is otherwise bound and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent Collateral encumbered thereby will continue to guarantee or the Collateral Agentsecure, as applicablethe case may be, pursuant to the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date fullest extent possible in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms thatLoan Documents, the Obligations that remain unpaid payment and outstanding as performance of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of all such Obligations or any of the other rights, duties which are joint and several obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, each grantor now or hereafter existing and (y) are grants to the Administrative Agent for the benefit of the Lenders and the other parties secured pursuant to the Collateral Documents (a continuing Lien on and security interest in and to such Loan Party’s right, title and interest in, to an under all Collateral as defined collateral security for the prompt payment and performance in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality full when due of the foregoingObligations (whether stated at maturity, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any acceleration or otherwise). Each Loan Party pursuant to further acknowledges and agrees that any of the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded to which it is a party or discharged on and after the Closing Date, otherwise bound shall remain continue in full force and effect as security for and that all of its obligations thereunder shall be valid and enforceable in accordance with the Obligations (as defined in terms thereof and shall not be impaired or limited by the execution or effectiveness of the amended and restatement of the Existing Credit Agreement effective pursuant to this Agreement) on . In addition, from and after the Closing Effective Date, all reference to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Biotelemetry, Inc.), Credit Agreement (Biotelemetry, Inc.)
Amendment and Restatement. On (a) It is the Closing Date, express intent of the parties hereto that this Agreement shall amend is entered into in substitution for, and restate and supersede not in payment of, the obligations of the Borrowers under the Existing Credit Agreement and is in its entirety. On the Closing Date, the rights and obligations no way intended to constitute a novation of any of the parties Borrowers’ indebtedness which was evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and or any of the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing DateDocuments. All principal, interest, fees “Loans” made and expenses, if any, owing or accruing “Secured Obligations” incurred under or in respect of the Existing Credit Agreement for periods prior to which are outstanding on the Closing Date shall continue as Loans and Secured Obligations under (and shall be calculated and paid governed by the terms of) this Agreement. Without limiting the foregoing, upon the effectiveness hereof: (i) all “Letters of Credit” issued (or deemed issued) under the Existing Credit Agreement which remain outstanding on the Closing Date. Upon Date shall continue as Letters of Credit under (and shall be governed by the effectiveness of terms of) this Agreement, each reference in the Loan Documents to (ii) all “the Credit AgreementSecured Obligations” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit owing to any “Lender Counterparty” under any “Secured Hedge Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement which are hereby reaffirmedoutstanding on the Closing Date shall continue as Secured Obligations under this Agreement and the other Loan Documents and (iii) the “Revolving Loans” under and as defined under the Existing Credit Agreement of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), ratifiedeach Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder.
(b) Upon the effectiveness of this Agreement, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Datedate hereof, each reference in any other Loan Document to the Existing Credit Agreement (including any reference therein to “the Credit Agreement,” “thereunder,” “thereof,” “therein” or words of like import referring thereto) shall remain in full force mean and effect as security for the Obligations (as defined in be a reference to this Agreement) . [Signatures on and after the Closing Date.Following Pages]
Appears in 2 contracts
Sources: Credit Agreement (General Growth Properties, Inc.), Credit Agreement (General Growth Properties, Inc.)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. (a) On the Closing Date, the rights and obligations of the parties evidenced by the Existing Original Credit Agreement shall be evidenced amended and restated in its entirety by this Agreement and (i) all references to the Original Credit Agreement in any Loan Document other Loan Documents than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Original Credit Agreement as amended, restated, amended and restatedrestated hereby, supplemented (ii) all references to any section (or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect subsection) of the Existing Original Credit Agreement for periods prior in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness corresponding provisions of this Agreement, (iii) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Original Credit Agreement as amended and restated hereby and (d) each reference in of the Loan Parties party hereto hereby (x) reaffirms all of its obligations under each of the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party which it is a party and (ay) acknowledges and agrees that subsequent to, and taking into account all of the terms and conditions of the Agreement, each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, which it is a party shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms thereof. This Agreement is not intended to constitute, and does not constitute, a novation of this the obligations and liabilities under the Original Credit Agreement (including the Obligations as defined therein) or to evidence payment of all or any portion of such obligations and the other Credit Documents and liabilities.
(b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on On and after the Closing Date, all “Obligations” and “Secured Obligations” under the Original Credit Agreement as of the Closing Date shall remain in full force be deemed to be Obligations and effect Secured Obligations outstanding under this Agreement (whether or not such “Obligations” and “Secured Obligations” are contingent as security for the Obligations (as defined in this Agreement) on and after of the Closing Date).
Appears in 2 contracts
Sources: Amendment No. 1 (Black Knight, Inc.), Credit and Guaranty Agreement (Black Knight, Inc.)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On , with the Closing Dateparties hereby agreeing that there is not, nor is there intended to be, a novation of the Existing Credit Agreement or any other Loan Document under the Existing Credit Agreement and from and after the effectiveness of this Agreement, the rights and obligations of the parties evidenced by under the Existing Credit Agreement shall be evidenced subsumed and governed by this Agreement Agreement. From and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon after the effectiveness of this Agreement, each reference in the “Obligations” under the Existing Credit Agreement shall continue as Obligations under the Loan Documents under this Agreement and the Loan Documents until otherwise paid in accordance with the terms hereof. The Collateral Documents and the grant of Liens on all of the Collateral described therein do and shall continue to secure the payment of all Obligations. Without limiting the generality of the foregoing, the parties hereto acknowledge and agree that the Liens securing the “Obligations” (as defined in the Existing Credit Agreement” or words ) of similar effect any Loan Party, shall mean from and after the Effective Date secure the payment and performance of all Obligations (as defined in this Agreement. Each ) of such Loan Party (a) acknowledges for the benefit of the Administrative Agent and agrees that the Secured Parties, and each Loan Document Party reaffirms its prior grant of the Liens granted by it pursuant to the “Collateral Documents” (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, Liens shall remain continue in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied are hereby confirmed and reaffirmed by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any each of the other rights, duties Loan Parties. The parties hereto further acknowledge and obligations of the parties hereunder, and the terms agree that all “ObligationsCollateral Documents” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, ) shall remain in full force and effect as security after the Effective Date in favor of and for the Obligations benefit of the Administrative Agent and the Secured Parties (with each reference therein to the administrative agent, the credit agreement or a loan document being a reference to the Administrative Agent, this Agreement or the other Loan Documents, as defined applicable), in this Agreement) each case, as such Collateral Documents are modified on the Effective Date, and after each Loan Party hereby confirms and ratifies its obligations thereunder. Notwithstanding the Closing foregoing, the Mortgaged Properties set forth on Schedule 1.10 will be released from the Mortgage Instruments on the Effective Date.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Ardent Health Partners, LLC), Term Loan Credit Agreement (Ardent Health Partners, LLC)
Amendment and Restatement. On (a) As of the Closing Effective Date, this Agreement shall amend and restate and supersede the Existing Revolving Credit Agreement Agreement, but shall not constitute a novation thereof or in its entirety. On the Closing Date, any way impair or otherwise affect the rights and or obligations of the parties evidenced by thereunder (including with respect to the Loans and the representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Revolving Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Revolving Credit Agreement shall be evidenced by not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and the other Loan Documents effect, each in accordance with its terms, as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Revolving Credit Agreement for periods prior contained herein were set forth in an amendment to the Closing Date shall be calculated and paid on Existing Revolving Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the Closing Date. Upon the effectiveness terms of this Agreement, each the Existing Revolving Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. Each reference in the Loan Documents to “the Existing Revolving Credit Agreement” or words Agreement shall, as of similar effect shall mean the Effective Date, be construed to be a reference to the Existing Revolving Credit Agreement as amended and restated by this Agreement. Each Loan Party .
(ab) acknowledges By its signature set forth below, the Company hereby ratifies and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of confirms to the Administrative Agent or that, after giving effect to this Agreement and the Collateral Agenttransactions contemplated hereby, as applicable, pursuant each of this Agreement and each other Loan Document to which the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain Company is a party continues in full force and effect on and is the Closing Date legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, in except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles and the Company hereby ratifies and confirms each case such Loan Document. Except as amendedexpressly set forth herein, restatedthe execution of this Agreement shall not operate as a waiver of any right, amended power or remedy of the Administrative Agent, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations. The Company hereby acknowledges that it has reviewed and restated, supplemented or otherwise modified and/or reaffirmed pursuant consents to the terms and conditions of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Datetransactions contemplated hereby.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Marvell Technology, Inc.), Revolving Credit Agreement (Marvell Technology, Inc.)
Amendment and Restatement. On The terms and provisions of the Closing DateExisting Agreement shall be amended and restated in their entirety by the terms and provisions of this Agreement and shall supersede all provisions of the Existing Agreement as of the date hereof. From and after the date hereof, all references made to the Existing Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. The execution, delivery and effectiveness of this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Datenot operate as a waiver of any power, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented remedy or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor right of the Administrative Agent or the Collateral Agentany Lender, as applicableor constitute a waiver of any provision of, pursuant or any past noncompliance with the Existing Credit Agreement, unless terminated or discharged prior to any other documents, instruments and agreements executed or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance delivered therewith or future noncompliance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as any of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement Loan Documents or any other documents, instruments and agreements executed or delivered therewith, and shall not be deemed operate as a consent to be paidany further or other matter under the Loan Documents. Each party hereto agrees and understands that by entering into and performing its obligations hereunder, released, discharged or otherwise satisfied by the execution of this Agreement, as it amends and this restates the Existing Agreement shall not constitute a refinancing, substitution novation and shall in no way adversely affect or novation of such Obligations or any impair the priority of the other rightsAdministrative Agent’s, duties on behalf of the Lender’s, security interest and lien on the Collateral. loanDepot acknowledges and agrees that all obligations of the parties hereunderloanDepot (including representations and warranties made, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreementcovenants to be performed, and (y) are secured pursuant prior to the Collateral Documents (as defined in Amended and Restated Closing Date) under the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended Agreement will remain outstanding and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain continue in full force and effect effect, unpaid, unimpaired and undischarged, and all liens created under the Existing Agreement will continue in full force and effect, unimpaired and undischarged having the same perfection and priority for payment and performance of the obligations of loanDepot as security for were in place under the Obligations (as defined in this Existing Agreement) on and after the Closing Date.
Appears in 2 contracts
Sources: Credit and Security Agreement (loanDepot, Inc.), Credit and Security Agreement (loanDepot, Inc.)
Amendment and Restatement. On Effective as of the Closing Datedate hereof, this Agreement shall amend each Borrower hereby agrees to become a borrower, debtor and restate obligor under, and supersede to bind itself to, the Existing Loan Documents to which the Borrowers are bound generally (in each case, as modified and restated hereby), and, in such capacity, to assume and bind itself to all Obligations of the Borrowers thereunder (as modified and restated hereby). The terms, conditions, agreements, covenants, representations and warranties set forth in and relating to the Existing Credit Agreement are hereby amended, restated, replaced and superseded in its entiretytheir entirety (except as provided in the preamble to this Agreement) by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement. On This Agreement does not extinguish the Closing Dateobligations, including, without limitation, obligations for the rights and obligations payment of the parties evidenced by money, outstanding under the Existing Credit Agreement or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security therefor, which shall continue, as modified and restated hereby, without interruption and in full force and effect. Nothing herein contained shall be evidenced by this Agreement and construed as a substitution or novation of the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing obligations outstanding under or in respect of the Existing Credit Agreement for periods prior to or instruments securing the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreementsame, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, which shall remain in full force and effect on the Closing Date in accordance with its termseffect, except in each case as amended, restated, amended replaced and restated, supplemented superseded hereby or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged by instruments executed in connection herewith. Nothing expressed or otherwise satisfied by the execution of this Agreement, and implied in this Agreement shall not constitute be construed as a refinancing, substitution release or novation other discharge of such Obligations any Borrower or guarantor from any of their obligations or liabilities under the Existing Loan Documents or any of the security agreements, pledge agreements, mortgages, guaranties or other rightsloan documents executed in connection therewith, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, except in each case as amended, restated, amended replaced and restated, supplemented superseded hereby or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents instruments executed and delivered in connection with herewith. Each Borrower hereby confirms and agrees that (i) the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continuedeach Existing Loan Document to which it is a party is, and all such security interestsshall continue to be, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined and is hereby amended, restated, replaced and superseded hereby or by instruments executed in this Agreement) connection herewith, except that on and after the Closing Date.date hereof all references in any such Existing Loan Document to “the Agreement”, “thereto”, “
Appears in 2 contracts
Sources: Credit Agreement (Iparty Corp), Credit Agreement (Iparty Corp)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. (i) On the Closing Date, the rights and obligations of the parties evidenced by the Existing 2010 Credit Agreement shall be evidenced amended and restated in its entirety by this Agreement and the 2010 Credit Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Borrower of the “Obligations” under and as defined in the 2010 Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date), (ii) the representations and warranties made by the Loan Parties prior to the Closing Date and (iii) any action or omission performed or required to be performed pursuant to the 2010 Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in such 2010 Credit Agreement).
(ii) The terms and conditions of this Agreement and the rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect shall apply to all of the Existing Obligations incurred under the 2010 Credit Agreement for periods Agreement.
(iii) The Loan Parties hereby reaffirm the Liens granted pursuant to the Loan Documents and existing immediately prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or for the Collateral Agentbenefit of the Secured Parties, as applicable, pursuant which Liens shall continue in full force and effect during the Existing Credit term of this Agreement and any renewals thereof and shall continue to secure the Obligations. The Guarantors hereby reaffirm their obligations under the Guaranty Agreement, unless terminated or discharged prior to or on the Closing Date, which shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and effect.
(biv) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on On and after the Closing Date, (i) all references to the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement and (ii) all references to any section (or subsection) of the 2010 Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement.
(v) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect as security for unless otherwise specifically amended hereby or by any other Loan Document.
(vi) For the Obligations (as defined avoidance of doubt, unless otherwise specified in this Agreement) on and after , all “baskets” set forth in this Agreement shall be calculated from the Closing Date.
Appears in 2 contracts
Sources: Credit Agreement (CONSOL Energy Inc), Revolving Credit Facility (CONSOL Energy Inc)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend constitutes an amendment and restate and supersede restatement of the Existing Credit Agreement in its entiretyand is not, and is not intended by the parties to be, a novation of the Existing Credit Agreement. On the Closing Date, the All rights and obligations of the parties evidenced shall continue in effect, except as otherwise expressly set forth herein. Without limiting the foregoing, no Default or Event of Default existing under the Existing Credit Agreement as of the Restatement Date shall be deemed waived or cured by this amendment and restatement thereof. On the Restatement Date, any and all Loans outstanding under the Existing Credit Agreement, together with all accrued and unpaid interest, fees, and other expenses and amounts payable by the Borrower under the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and paid in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior full to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit AgreementLenders” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant under the Existing Credit Agreement, unless terminated the Issuing Bank, and the Administrative Agent, and the Revolving Commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement shall automatically terminate and cease to be of any force or discharged prior to or effect without further action on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms part of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as any party. The Revolving Commitments of the date of Lenders under this Agreement after giving effect to this amendment and restatement are set forth on the Transactions (x) continue outstanding respective signature pages for such Lenders hereinafter set forth. On and after the Restatement Date, all Loans and other extensions of credit shall be made by the Lenders under this Agreement and in accordance with their respective Pro Rata Shares of the Revolving Commitments as in effect from time to time. All references in the other Loan Documents to the Credit Agreement shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of refer to and mean this Amended and Restated Revolving Credit Agreement, and this Agreement shall not constitute a refinancingas the same may be further amended, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereundersupplemented, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant from time to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Datetime.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Dollar General Corp), Revolving Credit Agreement (Dollar General Corp)
Amendment and Restatement. On It is the Closing Date, intention of the parties hereto that this Agreement shall amend amends, restates, supersedes and restate and supersede replaces the Existing Credit Agreement in its entirety. On ; provided, that, such amendment and restatement shall operate to renew, amend, modify, and extend all of the Closing Daterights, the rights duties, liabilities and obligations of the parties evidenced by Borrower under the Existing Credit Agreement shall be evidenced by this Agreement and under the other Existing Loan Documents as Documents, which rights, duties, liabilities and obligations are hereby renewed, amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Dateextended, and shall not act as a novation thereof. All principal, interest, fees The parties hereto ratify and expenses, if any, owing or accruing under or in respect confirm each of the Existing Credit Agreement for periods Loan Documents entered into prior to the Closing Effective Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in but excluding the Existing Credit Agreement) and agree that such Existing Loan Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the extent amended, restated and/or superseded in connection with the transactions contemplated hereby), however, for all other instruments matters arising prior to the Effective Date (including the accrual and documents executed payment of interest and delivered by such Loan Party in favor fees, and matters relating to indemnification and compliance with financial covenants), the terms of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement (as unmodified by this Agreement, unless terminated or discharged prior to or on the Closing Date, ) shall remain in full force control and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended are hereby ratified and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement confirmed. Parent and the other Credit Documents Borrower each represent and (b) ratifies, reaffirms and confirms warrant that, the Obligations that remain unpaid and outstanding as of the date Effective Date, there are no claims or offsets against, or defenses or counterclaims to, its obligations (or the obligations of this any Guarantor) under the Existing Credit Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality The parties hereto have caused this Agreement to be duly executed as of the foregoingday and year first above written. BORROWER: EXTERRAN ENERGY SOLUTIONS, all security interestsL.P., pledgesa Delaware limited partnership By: /s/ ▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President and Chief Financial Officer Address for Notices: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, assignments ▇▇▇▇▇ ▇▇▇▇▇ Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Attention: Deputy General Counsel Copy to: ▇▇▇▇▇▇▇ ▇▇▇▇ Vice Present, Finance and other Liens Treasury Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Copy to: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sidley Austin LLP ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ PARENT: EXTERRAN CORPORATION, a Delaware corporation By: /s/ ▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed Chief Financial Officer Address for Notices: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Attention: Deputy General Counsel Copy to: ▇▇▇▇▇▇▇ ▇▇▇▇ Vice Present, Finance and delivered in connection with the Existing Credit Agreement are hereby reaffirmedTreasury Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Copy to: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sidley Austin LLP ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ratified▇▇▇▇▇ ▇▇▇▇▇ ADMINISTRATIVE AGENT, renewed ISSUING BANK, SWINGLINE LENDER AND LENDER: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, Individually and continuedas Administrative Agent By: /s/ C. ▇▇▇▇▇ ▇▇▇▇▇▇ Name: C. ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Lending Office for ABR Loans and LIBOR Loans: WLS Agency Services ▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇ Blvd. 23rd Floor NC 0680 ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Address for Notices: ▇▇▇▇▇ Fargo Bank, National Association ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attention: C. ▇▇▇▇▇ ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Copy to: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 3700 Dallas, Texas 75201 INVESTMENT BANK, as a Lender and all such security interestsIssuing Bank By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director BANK OF AMERICA, pledgesN.A., assignments as a Lender and other Liens Issuing Bank By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: SVP ROYAL BANK OF CANADA, as a Lender and GuaranteesIssuing Bank By: /s/ ▇▇▇▇▇ ▇▇▇▇▇, in each caseJr. Name: ▇▇▇▇▇ ▇▇▇▇▇, unless expressly terminatedJr. Title: Authorized Signatory CITIBANK, superseded or discharged on N.A., as a Lender and after the Closing DateIssuing Bank By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Vice President THE BANK OF NOVA SCOTIA, shall remain in full force as a Lender and effect Issuing Bank By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director SUMITOMO MITSUI BANKING CORPORATION, as security for the Obligations (a Lender By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as defined in this Agreement) on and after the Closing Date.a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory HSBC BANK USA, NA, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President 20556 SANTANDER BANK, N.A., as a Lender By: /s/ ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇ Title: Senior Vice President By: /s/ Puiki Lok Name: Puiki Lok Title: Vice President TRUSTMARK NATIONAL BANK, as a Lender By: /s/ ▇▇▇▇ Deutsch Name: ▇▇▇▇ Deutsch Title: Senior Vice President BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President CATERPILLAR FINANCIAL SERVICES CORPORATION, as a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director CAT Power Finance Americas
Appears in 2 contracts
Sources: Credit Agreement (Exterran Corp), Credit Agreement (Exterran Holdings Inc.)
Amendment and Restatement. On the Closing Date, this This Agreement shall fully amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement. The Lenders’ interests with respect to the Loan proceeds outstanding under (and as defined in) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or shall be allocated on the Closing Date, shall remain in full force and effect on the Closing Effective Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to Lender’s Commitments. The principal amount outstanding under the terms of this Existing Credit Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and hereof shall not be deemed to be paidLoan proceeds disbursed hereunder and under the Notes, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute with each Lender having funded a refinancing, substitution or novation portion of such Obligations or any Loan proceeds in an amount equal to its respective Pro Rata Share thereof; such initial outstanding advances hereunder (together with issued and undrawn Letters of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (yCredit) are secured pursuant to set forth on Schedule 1.6 attached hereto. On the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Effective Date, in (A) the loan commitment of each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant Lender that is a party to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmedbut not a party to this Agreement (an “Exiting Lender”) shall be terminated, ratified, renewed and continuedall outstanding obligations owing to such Exiting Lenders under the Existing Credit Agreement on the Effective Date shall be paid in full, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, Exiting Lender shall remain in full force and effect as security for the Obligations (as defined in cease to be a Lender under this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under the Loan Documents that are intended by their express terms to survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any Loan Document shall survive for such Exiting Lender hereunder, and (B) each Person listed on and after Schedule 1.1(a) attached to this Agreement shall be a Lender under this Agreement with the Closing DateCommitments set forth opposite its name on such Schedule 1.1(a).
Appears in 2 contracts
Sources: Credit Agreement (Equity One, Inc.), Credit Agreement (Equity One, Inc.)
Amendment and Restatement. On Effective immediately upon the Closing Date, this Agreement shall amend the terms and restate and supersede conditions of the Existing Credit Agreement in its entiretyshall be amended and restated as set forth herein and the Existing Credit Agreement shall be superseded by this Agreement. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified the grant of security interests and Liens in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing Collateral under or in respect of the Existing Credit Agreement for periods prior to and the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the other “Loan Documents to “the Credit AgreementDocuments” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) by the Borrowers and all the Guarantors party thereto shall continue under this Agreement and the other instruments Loan Documents, and documents executed and delivered by such Loan Party shall not in favor of the Administrative Agent any event be terminated, extinguished or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior annulled but shall hereafter continue to or on the Closing Date, shall remain be in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of be governed by this Agreement and the other Loan Documents. All Obligations (as defined in the Existing Credit Documents Agreement) under the Existing Credit Agreement and the other “Loan Documents” (bas defined in the Existing Credit Agreement) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and shall continue to be outstanding except as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under expressly modified by this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied governed in all respects by the execution of this Agreement, and this Agreement shall and the other Loan Documents, it being agreed and understood that this Agreement does not constitute a refinancingnovation, substitution satisfaction, payment or novation reborrowing of such Obligations any Obligation (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any of the other rights, duties and obligations of the parties hereunder, and the terms “ObligationsLoan Document” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated nor does it operate as a waiver of any right, power or discharged on remedy of any Lender under any “Loan Document” (as defined in the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant Existing Credit Agreement). All references to the terms of Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateprovisions hereof.
Appears in 2 contracts
Sources: Credit Agreement (Floor & Decor Holdings, Inc.), Credit Agreement (FDO Holdings, Inc.)
Amendment and Restatement. (1) On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations date on which all of the parties evidenced conditions set forth in Section 3.2 have been satisfied (or waived in writing by all of the Lenders in accordance with Section 3.3):
(a) the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, is hereby amended and restated, supplemented or otherwise modified and restated in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness form of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party ;
(ab) acknowledges and agrees that each Loan Document all Loans (as that term is defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant amounts outstanding under the Existing Credit Agreement, unless terminated or discharged Agreement prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect hereof shall continue to the Transactions (x) continue be outstanding under this Agreement and shall not be deemed to be paidLoans and other Obligations owing by the Borrower to the Lenders under this Agreement; and
(c) the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, releasedinstruments and other documents as may be required by the Agent or any of the Lenders (including the assignment of interests in, discharged or otherwise satisfied by the purchase of participations in, such outstanding Loans) to give effect to the foregoing and to ensure that the aggregate Obligations owing to each Lender under the Credit Facility are outstanding in proportion to each Lender’s Rateable Portion of all outstanding Obligations under the Credit Facility after giving effect to the foregoing.
(2) Notwithstanding the foregoing or any other term hereof, all of the covenants, representations and warranties on the part of the Borrower under the Existing Credit Agreement and all of the claims and causes of action arising against the Borrower in connection therewith, in respect of all matters, events, circumstances and obligations arising or existing prior to the date hereof shall continue, survive and shall not be merged in the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any other Documents or any advance or provision of any Loan hereunder.
(3) References herein to the “date hereof” or similar expressions shall be and shall be deemed to be to the date of the other rightsexecution and delivery hereof, duties and obligations of the parties hereunderbeing January 21, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date2009.
Appears in 2 contracts
Sources: Credit Agreement (Potash Corp of Saskatchewan Inc), Credit Agreement (Potash Corp of Saskatchewan Inc)
Amendment and Restatement. (a) On the Closing Effective Date, (i) the Existing Revolving Credit Commitment of any Existing Lender that is not a Lender under this Agreement shall amend be terminated (and restate any notice with respect thereto is hereby waived) and supersede (ii) the Existing Revolving Credit Commitment of any Existing Lender that is a Lender under this Agreement in its entirety. shall be amended to the amount set forth on Schedule I.
(b) On the Closing Effective Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced amended and restated in its entirety by this Agreement Agreement, and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior shall thereafter be of no further force and effect, except to evidence (i) the Closing Date shall be calculated incurrence by the Parent Borrower of the “Obligations” under and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by Agreement (whether or not such Loan Party in favor “Obligations” are contingent as of the Administrative Agent Effective Date), (ii) the representations and warranties made by the Parent Borrower prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to the Collateral AgentExisting Credit Agreement prior to the Effective Date (including any failure, as applicableprior to the Effective Date, pursuant to comply with the covenants contained in the Existing Credit Agreement, unless terminated ). The amendments and restatements set forth herein shall not cure any breach thereof or discharged any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement (if any) existing prior to the Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or on evidence payment of all or any portion of such obligations and liabilities.
(c) 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, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Closing Date, shall Loan Documents remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, unless otherwise specifically amended and restated, supplemented hereby or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing DateDocument.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP), Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this This Agreement and the other Loan Documents as amended, restated, amended amend and restated, supplemented or otherwise modified and in effect on restate the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Original Loan Agreement, each reference in the Original Security Agreement and the other “Loan Documents to “the Credit AgreementDocuments” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Original Loan Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other ). All rights, duties benefits, indebtedness, interests, liabilities and obligations of the parties hereunderto the Original Loan Agreement, the Original Security Agreement and the agreements, documents and instruments executed and delivered in connection with the Original Loan Agreement and the Original Security Agreement (collectively, the “Original Loan Documents”) are hereby renewed, amended, restated and superseded in their entirety according to the terms “Obligations” as such term is used and provisions set forth herein and in the other Loan Documents Documents. This Agreement does not constitute, nor shall include the Obligations as amended and restated under this Agreementit result in, and (y) are secured a waiver of or release, discharge or forgiveness of any amount payable pursuant to the Collateral Original Loan Documents (as defined or any indebtedness, liabilities or obligations of Obligors thereunder, all of which are renewed and continued and are hereafter payable and to be performed in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of accordance with this Agreement and the other Loan Documents. Without limiting Neither this Agreement nor any other Loan Document extinguishes the generality of indebtedness or liabilities outstanding in connection with the foregoingOriginal Loan Documents, all nor do they constitute a novation with respect thereto. All security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party Obligor pursuant to the Original Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations except as modified by the provisions hereof. Amounts in respect of interest, fees and other amounts payable to or for the account of Agent, Issuing Bank and Lenders shall be calculated (as defined i) in accordance with the provisions of the Original Loan Agreement with respect to any period (or a portion of any period) ending prior to the Closing Date, and (ii) in accordance with the provisions of this AgreementAgreement with respect to any period (or a portion of any period) commencing on and or after the Closing Date.
Appears in 2 contracts
Sources: Loan and Security Agreement (Enpro Industries, Inc), Loan and Security Agreement (Enpro Industries, Inc)
Amendment and Restatement. On Effective on and after the Closing Effective Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement is amended and restated in its entirety. On the Closing Dateentirety by this Agreement, and this Agreement, the rights Exhibits and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement Schedules attached hereto, and the other Loan Documents will govern the present relationship between Lender and Loan Parties. This Agreement, however, is in no way intended, nor shall it be construed, to replace, impair or extinguish the creation, attachment, perfection or priority of the security interests in, and other Liens on, the Loan Collateral granted by any Loan Party to, or held by, Lender, which security interests and other Liens each Loan Party, by this Agreement, acknowledges, ratifies, reaffirms and confirms to Lender as amended, restated, amended security for the Obligations. Each Loan Party further acknowledges and restated, supplemented or otherwise modified and in effect confirms that the grants of the Liens to Lender on the Closing Date. All principalLoan Collateral: (i) represent continuing Liens on all of the Loan Collateral, interest(ii) secure all of the Obligations, fees and expenses(iii) represent valid, first priority and perfected Liens on all of the Loan Collateral except to the extent, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Dateany Permitted Liens. Upon the effectiveness of this AgreementThe existing Loan Documents, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party except as amended (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agentor, as applicable, pursuant the Existing Credit Agreement, unless terminated as amended and restated) by this Agreement or discharged prior to by a separate agreement or on the Closing Dateinstrument, shall remain in full force and effect on effect, and each of them is hereby ratified and confirmed by Loan Parties and Lender. References in any of the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant Loan Documents to the terms Existing Credit Agreement shall, after the Effective Date, be deemed to be references to this Agreement. In addition, all obligations, liabilities and indebtedness created or existing under, pursuant to, or as a result of, the Existing Credit Agreement shall continue in existence within the definition of “Obligations” under this Agreement, which obligations, liabilities and indebtedness each Loan Party, by this Agreement, acknowledges, reaffirms and confirms. The principal balance outstanding under the Existing Credit Agreement and the other Credit Loan Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) shall continue outstanding under this Agreement and shall not be deemed in all respects to be paid, released, discharged or otherwise satisfied by outstanding hereunder and under the execution of this Agreementother Loan Documents, and this Agreement shall not constitute be deemed to evidence a refinancing, substitution novation or novation payment and refunding of such Obligations or any of the other rights, duties that outstanding principal balance. Interest and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated fees (a) paid under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant Documents prior to the Loan Documents executed Signature Date will remain paid and delivered in connection with are non-refundable and (b) accrued and unpaid under the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, the other Loan Documents remain accrued and all such security interests, pledges, assignments unpaid hereunder and under the other Liens Loan Documents and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after do not constitute any part of the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateprincipal amount due hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Ceco Environmental Corp), Credit Agreement (Ceco Environmental Corp)
Amendment and Restatement. On (a) This Agreement does not extinguish, discharge or release the Closing DateExisting Obligations outstanding under the Existing Credit Agreement, the Collateral Agent's Liens securing the Existing Obligations or the priority of any mortgage, pledge, security agreement or any other security therefor; provided, that the terms and conditions of the Existing Obligations shall be as set forth in this Agreement, it being understood and agreed that this Agreement amends and restates and supersedes in all respects the Existing Credit Agreement. Nothing herein contained shall be construed as a novation of the Existing Obligations, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith in accordance with the terms and conditions of this Agreement. Nothing expressed or implied in this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations be construed as a release or other discharge of the parties evidenced by the Borrowers or any other Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing Party under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) (other than the Existing Credit Agreement which is amended and all other instruments restated, and as superseded in its entirety, by this Agreement) entered into in connection therewith (such documents executed as in effect immediately prior to the effectiveness of this Agreement, each an “Existing Loan Document”) from any of its obligations and delivered by such liabilities as the “Borrower,” or a “Loan Party” thereunder. Each Existing Loan Party party hereto hereby, subject to the terms of any instruments executed concurrently herewith in favor accordance with the terms and conditions of this Agreement that amend or modify the Administrative Agent or the Collateral AgentExisting Loan Documents, as applicable, pursuant (i) confirms and agrees that each Existing Loan Document (other than the Existing Credit Agreement) to which it is a party is, unless terminated or discharged prior and shall continue to or on the Closing Datebe, shall remain in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in accordance with its termsany such Loan Document to “the Credit Agreement”, in each case “thereto”, “thereof”, “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant and as superseded in its entirety, by this Agreement; and (ii) confirms and agrees that to the terms extent that any such Loan Document purports to assign or pledge to the Collateral Agent for the benefit of this Agreement the Secured Parties, or to grant to the Collateral Agent for the benefit of the Secured Parties a Lien on any collateral as security for the Existing Obligations, such Lien is hereby ratified and confirmed in all respects and shall continue uninterrupted and in full force and effect to secure the other Credit Documents and Obligations.
(b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect Each Existing Loan Party party hereto (i) consents to the Transactions (x) continue outstanding under this Agreement amendment and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution restatement of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement by this Agreement); (ii) acknowledges and agrees that the prior grant or grants of Liens in favor of the Collateral Agent in its properties and assets, unless terminated or discharged on under each Existing Loan Document, and each other Loan Document to which it is a party shall be in respect of the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms obligations of such Existing Loan Party under this Agreement and the other Loan Documents. Without limiting the generality ; and (iii) reaffirms all prior grants of Liens in favor of the foregoingCollateral Agent under each Existing Loan Document.
(c) To induce the Agents and the Lenders to enter into this Agreement, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any each Existing Loan Party pursuant hereby acknowledges and agrees that, as of the Closing Date and to such Existing Loan Party 's knowledge, there exists no right of offset, defense or counterclaim in favor of such Existing Loan Party as against any Agent or Lender with respect to the Loan Documents executed and delivered in connection with Existing Obligations or the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 2 contracts
Sources: Credit Agreement (Chicken Soup for the Soul Entertainment, Inc.), Credit Agreement (Chicken Soup for the Soul Entertainment, Inc.)
Amendment and Restatement. On It is the Closing Date, intention of the parties hereto that this Agreement shall amend amends, restates, supersedes and restate and supersede replaces the Existing Credit Agreement in its entirety. On ; provided, that, (a) such amendment and restatement shall operate to renew, amend, modify, and extend all of the Closing Daterights, the rights duties, liabilities and obligations of the parties evidenced by Borrower under the Existing Credit Agreement shall be evidenced by this Agreement and under the other Existing Loan Documents as Documents, which rights, duties, liabilities and obligations are hereby renewed, amended, restated, amended and restated, supplemented or otherwise modified and in effect on extended, and shall not act as a novation thereof, and (b) the Closing Date. All principal, interest, fees Liens securing the Indebtedness under and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) Agreement and all other instruments the rights, duties, liabilities and documents executed and delivered by such Loan Party in favor obligations of the Administrative Agent or Borrower and the Collateral AgentGuarantors under the Existing Credit Agreement and the Existing Loan Documents to which they are a party shall not be extinguished but shall be carried forward and shall secure such Indebtedness, obligations and liabilities as applicableamended, pursuant renewed, extended and restated hereby. The parties hereto ratify and confirm each of the Existing Loan Documents entered into prior to the Effective Date (but excluding the Existing Credit Agreement) and agree that such Existing Loan Documents continue to be legal, unless terminated or discharged prior to or on the Closing Datevalid, shall remain in full force binding and effect on the Closing Date enforceable in accordance with its terms, in each case as their terms (except to the extent amended, restatedrestated and/or superseded in connection with the transactions contemplated hereby), amended however, for all matters arising prior to the Effective Date (including the accrual and restatedpayment of interest and fees, supplemented or otherwise modified and/or reaffirmed pursuant and matters relating to indemnification and compliance with financial covenants), the terms of the Existing Credit Agreement (as unmodified by this Agreement Agreement) shall control and the other Credit Documents are hereby ratified and (b) ratifies, reaffirms confirmed. The Borrower represents and confirms warrants that, the Obligations that remain unpaid and outstanding as of the date Effective Date, there are no claims or offsets against, or defenses or counterclaims to, its obligations (or the obligations of this any Guarantor) under the Existing Credit Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 2 contracts
Sources: Credit Agreement (Centennial Resource Development, Inc.), Credit Agreement (Centennial Resource Development, Inc.)
Amendment and Restatement. (a) On the Closing Effective Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by amended, restated and superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement Agreement, any notes delivered pursuant to Section 2.10(g) and the other Loan Credit Documents as amended, restated, amended executed and restated, supplemented delivered in connection herewith do not constitute a novation or otherwise modified and in effect on termination of the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing obligations under or in respect of the Existing Credit Agreement for periods as in effect prior to the Closing Effective Date shall be calculated and paid on (ii) such obligations are in all respects continuing with only the Closing Date. Upon the effectiveness of terms thereof being modified as provided in this Agreement.
(b) Notwithstanding the modifications effected by this Agreement of the representations, each reference in warranties and covenants of the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined Borrowers contained in the Existing Credit Agreement) , the Borrowers acknowledge and all agree that any causes of action or other instruments and documents executed and delivered by such Loan Party rights created in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force any Lender and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as successors arising out of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement representations, warranties and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any covenants of the other rightsBorrowers contained in or delivered (including representations, duties warranties and obligations covenants delivered in connection with the making of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (yloans or other extensions of credit thereunder) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmedshall survive the execution and delivery of this Agreement; provided, ratifiedhowever, renewed that it is understood and continued, agreed that the Borrowers’ monetary obligations under the Existing Credit Agreement in respect of the loans and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged letters of credit thereunder shall on and after the Closing Date, Effective Date be evidenced by this Agreement as provided in Article II hereof.
(c) All indemnification obligations of the Borrowers pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall remain in full force survive the amendment and effect as security for restatement of the Obligations (as defined in Existing Credit Agreement pursuant to this Agreement) on and after the Closing Date.
Appears in 2 contracts
Sources: Credit Agreement (Sauer Danfoss Inc), Credit Agreement (Citrix Systems Inc)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement (a) The Administrative Agent and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon Lenders hereby agree that upon the effectiveness of this Agreement, each reference the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Loan Documents obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders 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 Existing Credit Agreement” or words of similar effect , except as otherwise expressly provided herein, shall mean be superseded by this Agreement. Each Loan Party .
(ab) acknowledges Notwithstanding this amendment and agrees that each Loan Document restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit AgreementAgreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent indebtedness, liabilities and obligations owing by the Borrower or the Collateral Agent, as applicable, pursuant any other Person under the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (bii) ratifiesthis Agreement is given as a renewal, reaffirms extension, modification, amendment and confirms thatsubstitution of, the Obligations that remain unpaid and outstanding not as a novation, discharge, termination or payment of the date indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement after giving effect nor the consummation of any other transaction contemplated hereunder is intended to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancingnovation, substitution discharge, termination or novation payment of such Obligations the Existing Credit Agreement or of any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Existing Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateobligations thereunder.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Ingredion Inc), Term Loan Credit Agreement (Ingredion Inc)
Amendment and Restatement. On the Closing Date, this (a) This Agreement shall is intended to amend and restate and supersede the Existing Credit Agreement and replace in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant entirety the Existing Credit Agreement, unless terminated or discharged prior without novation, with the Commitments set forth herein and the Lenders and L/C Issuers party hereto. Any Lender party to or on the Closing Date, Existing Credit Agreement not listed in the signature pages hereof shall remain in full force and effect cease to be a Lender on the Closing Date in accordance with its terms, in each case as amended, restated, amended upon payment of all amounts (except principal) due to it under Section 4.01(d) and restated, supplemented or otherwise modified and/or reaffirmed pursuant all amounts of principal owing to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding it under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit AgreementSection 10.21(b), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interestson the Closing Date, pledges, assignments and other Liens and Guarantees each Lender listed on the signature pages hereof not previously granted by any Loan Party pursuant party to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmedshall be and become a Lender hereunder and shall have all of the rights and be obligated to perform all of the obligations of a Lender hereunder to the extent of its Commitment. Notwithstanding anything to the contrary contained in the Existing Credit Agreement, ratifiedin order to effect the restructuring of the existing credit facilities as contemplated by this Agreement, renewed (i) all existing Letters of Credit under (and continuedas defined in) the Existing Credit Agreement will be deemed to be Letters of Credit in accordance with this Agreement and (ii) all accrued and unpaid interest, and all such security interestsaccrued and incurred and unpaid fees, pledgescosts and expenses payable under the Existing Credit Agreement, assignments including all accrued and unpaid Letter of Credit Fees under (and as defined in) Section 2.3(h) of the Existing Credit Agreement, fronting fees under (and as described in ) Section 2.3(i) of the Existing Credit Agreement and all fees and expenses outstanding under Section 10.04(a) and Section 10.4(b) of the Existing Credit Agreement and other Liens similar costs and Guaranteesexpenses, in each case, unless expressly terminated, superseded will be due and payable on the Closing Date. The Letters of Credit (undrawn or discharged drawn but as yet unreimbursed as of the Closing Date) outstanding under the Existing Credit Agreement on and after the Closing Date, shall remain which are specified on Schedule 1.02, shall, following the satisfaction of all conditions precedent as set forth in full force Section 4.01 to the initial Credit Extension hereunder, be deemed to constitute Letters of Credit issued hereunder in the same manner and effect subject to the same terms and conditions as security for the Obligations if issued initially as Letters of Credit pursuant to Section 2.03.
(as defined in this Agreementb) on and after On the Closing Date, each “Tranche 1 Loan” and “Tranche 2 Loan” under the Existing Credit Agreement shall be deemed to be a Loan hereunder. Each Lender hereunder shall have the Applicable Percentage as set forth in Schedule 2.01. Each Lender having Loans outstanding on the Closing Date and whose Applicable Percentage in respect of such Loans has been decreased on the Closing Date, and each Lender under the Existing Credit Agreement not continuing as a Lender hereunder, shall be deemed to have assigned on the Closing Date, without recourse, ratably to each Lender increasing its Commitment (an “Increasing Lender”) and to any new Lender with a Commitment (a “New Lender”) on the Closing Date such ratable portion of such Loans as shall be necessary to effectuate such adjustment. Each Increasing Lender and each New Lender on the Closing Date shall (i) be deemed to have assumed such ratable portion of such Loans and (ii) fund on the Closing Date such assumed amounts to the Administrative Agent for the account of each such assigning Lender in accordance with the provisions hereof in the amount notified to such Increasing Lender or New Lender by the Administrative Agent.
(c) The Company ratifies, affirms and acknowledges all of its Obligations in respect of the Existing Letters of Credit and related Issuer Documents, and the Lenders shall be deemed to have participating interests in the Existing Letters of Credit and related Issuer Documents as of the Closing Date in accordance with their Applicable Percentage as reflected in Schedule 2.01 attached hereto.
(d) All previously outstanding promissory notes under the Existing Credit Agreement will be deemed cancelled upon the occurrence of the Closing Date and the issuance of the Notes hereunder. Additionally, those Lenders party hereto which are also party to the Existing Credit Agreement hereby waive any prior notice requirement under the Existing Credit Agreement with respect to the termination of commitments thereunder and the making of any prepayments thereunder.
Appears in 2 contracts
Sources: Credit Agreement (Jacobs Engineering Group Inc /De/), Credit Agreement (Jacobs Engineering Group Inc /De/)
Amendment and Restatement. On the Closing Date, this (a) This Agreement shall amend and restate and supersede not extinguish the Loans or any other obligations outstanding under the Existing Credit Agreement in its entiretyAgreement. On the Closing Date, the rights and obligations Nothing herein contained shall be construed as a substitution or novation of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the Loans or any other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expensesobligations outstanding, if any, owing or accruing under or in respect the Existing Credit Agreement, which shall remain outstanding after the Effective Date as modified hereby. Notwithstanding any provision of this Agreement, the provisions of Sections 2.08, 2.12 and 10.07 of the Existing Credit Agreement for periods as in effect immediately prior to the Closing Effective Date shall will continue to be calculated and paid on effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Closing Effective Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party .
(ab) acknowledges and agrees that each Loan Document (as defined in the The Existing Credit Agreement) Agreement is, and all other instruments and documents executed and delivered by such Loan Party in favor the obligations of the Administrative Agent or the Collateral AgentCompany thereunder are, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, hereby ratified and confirmed and shall remain in full force and effect on the Closing Date in accordance with according to its terms, in each case terms (as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms hereby). The Company acknowledges and confirms that, the Obligations that remain unpaid and outstanding as of the date hereof the Company’s obligation to repay the outstanding principal amount of this Agreement after giving effect the Loans, if any, and reimburse each Issuing Bank for any drawing on a Letter of Credit outstanding on the date hereof, if any, is unconditional and not subject to the Transactions (x) continue outstanding under this Agreement any offsets, defenses or counterclaims. Each party hereto acknowledges and shall not be deemed to be paid, released, discharged or otherwise satisfied confirms that by the execution of entering into this Agreement, and this each party does not waive or release any term or condition of the Existing Credit Agreement shall not constitute a refinancing, substitution or novation any of their rights or remedies under such Obligations agreement or applicable Law or any of the other rights, duties and obligations of such party thereunder, except as expressly set forth herein.
(c) On and after the parties hereunderEffective Date, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined each reference in the Existing Credit Agreement to “this Agreement)”, unless terminated “hereunder”, “hereof” or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant words of like import referring to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed shall mean and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after be a reference to the Closing Date, shall remain in full force and effect Existing Credit Agreement as security for the Obligations (as defined in modified by this Agreement) on and after the Closing Date.
Appears in 2 contracts
Sources: Credit Agreement (Occidental Petroleum Corp /De/), Credit Agreement (Occidental Petroleum Corp /De/)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and amend, restate and supersede the Existing Credit Agreement in its entirety, except as provided in this Section 1.09 (it being understood that this Agreement is not intended by the parties to be a novation of the Loan Documents (as defined in the Existing Credit Agreement) or the credit facilities under the Existing Credit Agreement). On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Agents reserve all of their rights under the Existing Credit Agreement, as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Daterestated by this Agreement. All principal, interest, interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to through the Closing Date shall be calculated as of the Closing Date (pro-rated in the case of any fractional periods), and shall be paid on the Closing Date. Upon the effectiveness of this Agreement; provided, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document that, all Obligations (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of outstanding on the Administrative Agent or Closing Date that are not repaid on the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged Closing Date immediately prior to or simultaneously with the effectiveness of this Agreement shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder on the terms set forth herein. Commencing on the Closing Date, all fees hereunder shall remain in full force and effect on be payable by the Closing Date Borrowers to the Agents for the account of the Lenders in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 2 contracts
Sources: Global Revolving Credit Agreement (Ryder System Inc), Global Revolving Credit Agreement (Ryder System Inc)
Amendment and Restatement. On The Borrower, the Closing DateBanks and the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations by each of the parties evidenced hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement and each Departing Bank shall cease to be a party to the Existing Credit Agreement as evidenced by its execution and delivery of its Departing Bank Signature Page. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “Loans” made and “Obligations” incurred under (and defined in) the Existing Credit Agreement which are outstanding on the Effective Date shall constitute Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing DateCredit Documents. All principal, interest, fees and expenses, if any, owing or accruing under or in respect The commitment of each Bank that is a party to the Existing Credit Agreement for periods prior to shall, on the Closing Date date hereof, automatically be deemed amended and the only commitments shall be calculated and paid on those hereunder. Without limiting the Closing Date. Upon foregoing, upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party hereof: (a) acknowledges and agrees that each Loan Document all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to this Agreement and the Credit Documents, (b) all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant obligations constituting “Obligations” under the Existing Credit Agreement, unless terminated Agreement with any Bank or discharged prior to or any Affiliate of any Bank which are outstanding on the Closing Date, date hereof shall remain in full force and effect on the Closing Date in accordance with its terms, in each case continue as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of Obligations under this Agreement and the other Credit Documents Documents, and (bc) ratifiesthe Administrative Agent shall make such reallocations, reaffirms sales, assignments or other relevant actions in respect of each Bank’s credit and confirms thatloan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, the Obligations that remain unpaid Letters of Credit, interest and outstanding as of fees due and payable to a Bank hereunder reflect such Bank’s Commitments on the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunderhereof, and the terms “Obligations” as Borrower hereby agrees to compensate each Bank and each Departing Bank for any and all losses, costs and expenses incurred by such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated Bank or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered Departing Bank in connection with the sale and assignment of any Term SOFR Loan on the terms and in the manner set forth in Section 2.11 hereof and (d) the existing “Loans” under the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in of each case, unless expressly terminated, superseded or discharged on and after the Closing Date, Departing Bank shall remain be repaid in full force (accompanied by any accrued and effect as security for unpaid interest and fees thereon), each Departing Bank’s “Commitment” under the Obligations (as defined in this Agreement) on Existing Credit Agreement shall be terminated and after the Closing Dateeach Departing Bank shall not be a Bank hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Black Hills Corp /Sd/), Credit Agreement (Black Hills Corp /Sd/)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend amends and restate and supersede restates in its entirety the Existing Credit Agreement in its entiretyAgreement. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this This Agreement and the other Loan Documents govern the present relationship among the Loan Parties, Administrative Agent, the Lenders and the other Persons a signatory hereto. This Agreement, however, is in no way intended, nor shall it be construed, to affect, replace, impair or extinguish the creation, attachment, perfection or priority of the security interests in, and other Liens on, the Collateral, which security interests and other Liens each of the Loan Parties, by this Agreement, acknowledges, reaffirms and confirms to Administrative Agent and the Lenders. In addition, except as amendedotherwise provided herein, restatedall monetary obligations and liabilities and indebtedness of any Loan Party created or existing under, amended pursuant to, or as a result of, the Existing Credit Agreement (the “Existing Credit Agreement Obligations”) shall continue in existence within the definition of “Obligations” under this Agreement, which obligations, liabilities and restatedindebtedness the Loan Parties, supplemented by this Agreement, acknowledge, reaffirm, confirm and assume. The Loan Parties agree that any outstanding commitment to make advances or otherwise modified extend credit or credit support to any Loan Party and in effect each other obligation of any Person (other than a Loan Party) which is a party to the Existing Credit Agreement are hereby terminated. The Loan Parties represent and warrant that none of them have assigned or otherwise transferred any rights arising under the Existing Credit Agreement. In order to induce Administrative Agent and the Lenders to enter into this Agreement on the Closing Effective Date. All principal, interesteach Borrower hereby represents, fees warrants and expenses, if any, owing or accruing under or in respect covenants to Administrative Agent and the Lenders that it has determined that each Borrower will benefit specifically and materially from the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement on the Effective Date and that each Borrower requested and bargained for periods the structure and terms of and security for the Loans contemplated by this Agreement on the Effective Date. Amounts in respect of interest, fees and other amounts payable to or for the account of Administrative Agent, Swingline Lender, Issuing Bank and Lenders shall be calculated (i) in accordance with the provisions of the Existing Credit Agreement with respect to any period (or a portion of any period) ending prior to the Closing Effective Date (and such amounts shall be calculated and paid on payable to the Closing Date. Upon applicable Persons a party to the effectiveness of this Agreement, each reference Existing Credit Agreement in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in accordance with the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date (ii) in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms provisions of this Agreement and with respect to any period (or a portion of any period) commencing on or after the other Credit Documents and (b) ratifiesEffective Date. On the Effective Date, reaffirms and confirms each Lender shall settle with Administrative Agent so that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paidsuch settlement, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any each Lender holds its pro rata share of the other rights, duties outstanding Loans and obligations of the parties hereunder, all participation interests in all Swingline Loans and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms Letters of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing DateCredit.
Appears in 2 contracts
Sources: Credit Agreement (Independence Contract Drilling, Inc.), Credit Agreement (Independence Contract Drilling, Inc.)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges This Agreement amends and agrees that each Loan Document (as defined restates the Existing Guarantee and Collateral Agreement. All terms, conditions, agreements, covenants and representations and warranties contained in the Existing Credit Agreement) Guarantee and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall Agreement remain in full force and effect on effect, except as expressly amended herein. Nothing herein or in the Closing other Loan Documents shall impair or adversely affect the continuation of the liability of any Loan Party for the Primary Obligations or of any other Grantor for the Guarantor Obligations incurred before the Restatement Date and the security interests, Liens and other interests in accordance with its termsthe Collateral granted, in each case as amended, restated, amended pledged and restated, supplemented or otherwise modified and/or reaffirmed assigned by the Grantors to the Administrative Agent pursuant to the terms of this Agreement Existing Guarantee and the other Credit Documents and Collateral Agreement.
(b) ratifiesThe amendment and restatement herein shall not, reaffirms and confirms thatin any manner, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect be construed to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paidconstitute payment of, releasedor impair, discharged limit, cancel or otherwise satisfied by the execution of this Agreementextinguish, and this Agreement shall not or constitute a refinancing, substitution or novation in respect of such Obligations or any of the other rightsobligations, duties liabilities and obligations indebtedness of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated Grantors evidenced by or arising under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended Guarantee and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Collateral Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all the Lien and security interests securing such security interestsobligations, pledgesliabilities and indebtedness, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, which shall remain continue in full force and effect and shall not in any manner be impaired, limited, terminated, waived or released.
(c) Notwithstanding anything to the contrary herein or in any other Loan Document, any term, condition, agreement, covenant or representation or warranty amended by this Agreement shall be deemed to have been so amended for all periods prior to the Restatement Date (regardless of whether such amendment by its terms purports to apply as security of a certain date), and during all such periods no Grantor shall have been required, or be liable for the Obligations (any failure, to comply with any such provision except as defined in amended by this Agreement) on and after the Closing Date.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Tenneco Inc), Credit Agreement (Tenneco Inc)
Amendment and Restatement. On (a) Effective immediately upon the Closing Date, this Agreement shall amend the terms and restate and supersede conditions of the Existing Credit Agreement in its entiretyshall be amended and restated as set forth herein and the Existing Credit Agreement shall be superseded by this Agreement. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified the grant of security interests and Liens in effect on the Closing Date. All principal, interest, fees Collateral by the Borrowers and expenses, if any, owing or accruing the Guarantors under or in respect of the Existing Credit Agreement for periods prior to and the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the other “Loan Documents to “the Credit AgreementDocuments” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) shall continue under this Agreement and all the other instruments Loan Documents, and documents executed and delivered by such Loan Party shall not in favor of the Administrative Agent any event be terminated, extinguished or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior annulled but shall hereafter continue to or on the Closing Date, shall remain be in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of be governed by this Agreement and the other Loan Documents. All Obligations (as defined in the Existing Credit Documents Agreement) under the Existing Credit Agreement and the other “Loan Documents” (bas defined in the Existing Credit Agreement) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and shall continue to be outstanding except as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under expressly modified by this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied governed in all respects by the execution of this Agreement, and this Agreement shall and the other Loan Documents, it being agreed and understood that this Agreement does not constitute a refinancingnovation, substitution satisfaction, payment or novation reborrowing of such Obligations any Obligation (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any of the other rights, duties and obligations of the parties hereunder, and the terms “ObligationsLoan Document” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated nor does it operate as a waiver of any right, power or discharged on remedy of the Closing Date, Agent or any Lender under any “Loan Document” (as defined in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant the Existing Credit Agreement). All references to the terms of Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateprovisions hereof.
Appears in 2 contracts
Sources: Credit Agreement (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc)
Amendment and Restatement. On Effective immediately upon the Closing Date, this Agreement shall amend the terms and restate and supersede conditions of the Existing Credit Agreement in its entiretyshall be amended and restated as set forth herein and the Existing Credit Agreement shall be superseded by this Credit Agreement. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Credit Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified the grant of security interests and Liens in effect on the Closing Date. All principal, interest, fees Collateral by the Borrowers and expenses, if any, owing or accruing the Guarantors under or in respect of the Existing Credit Agreement for periods prior to and the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the other “Loan Documents to “the Credit AgreementDocuments” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) shall continue under this Agreement and all the other instruments Loan Documents, and documents executed and delivered by such Loan Party shall not in favor of the Administrative Agent any event be terminated, extinguished or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior annulled but shall hereafter continue to or on the Closing Date, shall remain be in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of be governed by this Credit Agreement and the other Loan Documents. All Obligations (as defined in the Existing Credit Documents Agreement) under the Existing Credit Agreement and the other “Loan Documents” (bas defined in the Existing Credit Agreement) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and shall continue to be outstanding except as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under expressly modified by this Agreement and shall not be deemed to be paidgoverned in all respects by this Credit Agreement and the other Loan Documents, released, discharged or otherwise satisfied by the execution of this Agreement, it being agreed and understood that this Agreement shall does not constitute a refinancingnovation, substitution satisfaction, payment or novation reborrowing of such Obligations any Obligation (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any of the other rights, duties and obligations of the parties hereunder, and the terms “ObligationsLoan Document” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated nor does it operate as a waiver of any right, power or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality remedy of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by Agent or any Lender under any “Loan Party pursuant Document” (as defined in the Existing Credit Agreement). All references to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Credit Agreement and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateprovisions hereof.
Appears in 2 contracts
Sources: Loan and Security Agreement (AGY Holding Corp.), Loan and Security Agreement (AGY Holding Corp.)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. (a) On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Prior Loan Agreement shall be evidenced by amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with herewith do not constitute a novation, payment and reborrowing, or termination of the Existing Credit “Obligations” (as defined in the Prior Loan Agreement) under the Prior Loan Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, as in each case, unless expressly terminated, superseded or discharged on and after effect prior to the Closing Date, shall remain ; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect as security for and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Prior Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement. Without limitation of the foregoing, each of Borrower and each other Credit Party hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all Collateral granted under the Prior Loan Agreement shall from and after the Closing Date secure all Obligations hereunder.
(b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Credit Parties contained in the Prior Loan Agreement, each of Borrower and each other Credit Party acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Prior Loan Agreement or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement; provided, that the Obligations under the other Loan Documents shall also continue in full force and effect including, without limitation, the Obligations of each Credit Party pursuant to the Guaranty.
(c) All indemnification obligations of each Credit Party pursuant to the Prior Loan Agreement (including any arising from a breach of the representations and warranties thereunder) shall survive the amendment and restatement of the Prior Loan Agreement pursuant to this Agreement.
(d) On and after the Closing Date, each reference in the Loan Documents to the “Loan Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement.
Appears in 2 contracts
Sources: Loan and Guaranty Agreement (Collective Brands, Inc.), Loan and Guaranty Agreement (Payless Shoesource Inc /De/)
Amendment and Restatement. On the Closing Date15.1 Borrower acknowledges, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges confirms and agrees that each Loan Document (as defined in i) the security interests and liens granted to Bank pursuant to the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, Agreement shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not secure all Obligations hereunder, (ii) such security interests and liens shall be deemed to be paid, released, discharged or otherwise satisfied by continuously granted and perfected from the execution earliest date of this Agreement, granting and this Agreement shall not constitute a refinancing, substitution or novation perfection of such security interests and liens, whether under the Existing Agreement or otherwise, (iii) the Obligations or any represent, among other things, the amendment, restatement, renewal, extension, consolidation and modification of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Existing Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered arising in connection with the Existing Credit Agreement and the Existing Loan Documents and (iv) the Existing Agreement and the Existing Loan Documents to which Borrower is a party have been duly executed and delivered by such Borrower and are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as of the date hereof.
15.2 The terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreement are, effective as of the date hereof, amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth herein; provided that each of Borrower and Bank acknowledges, confirms and agrees that such amendment and restatement shall not, in any manner, (i) be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Existing Obligations of Borrower evidenced by or arising under the Existing Agreement or the Existing Loan Documents, all such Existing Obligations being deemed Obligations under this Agreement or (ii) adversely affect or impair the priority of security for interests and liens granted by the Obligations (as defined in this Agreement) on Existing Agreement and after the Closing DateExisting Loan Documents.
Appears in 2 contracts
Sources: Loan and Security Agreement (Streamline Health Solutions Inc.), Loan and Security Agreement (Streamline Health Solutions Inc.)
Amendment and Restatement. On Each of the Closing Date, parties hereto agrees as follows:
(a) this Agreement shall amend not constitute a novation of the obligations and restate and supersede liabilities of the parties under the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and or the other Loan Documents as in effect prior to the Closing Date and that remain outstanding as of the Closing Date;
(b) this Agreement (including all Exhibits and Schedules) shall amend, restate and replace in its entirety the Existing Credit Agreement (including all exhibits and schedules attached thereto) on the Closing Date and the Existing Credit Agreement (including all exhibits and schedules attached thereto) shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrowers of the “Obligations” (under and as defined in the Existing Credit Agreement), whether or not such “Obligations” are contingent as of the Closing Date and (ii) the representations and warranties made by the Loan Parties prior to the Closing Date (which representations and warranties shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Closing Date);
(c) from and after the Closing Date, all references to the “Credit Agreement” contained in the Loan Documents shall be deemed to refer to this Agreement and all references to any Article or Section (or subsection) of this Agreement in any other Loan Document shall be amended to become references to the corresponding provisions of this Agreement;
(d) all Loan Document Obligations (as such Loan Document Obligations may be amended, restated, amended and restated, supplemented or otherwise modified and in effect by this Agreement on the Closing Date. All principal) shall continue to be valid, interestenforceable and in full force and effect and not be impaired, fees and expensesin any respect, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon by the effectiveness of this Agreement;
(e) from and after the Closing Date, each reference all references to the “Collateral Agent” contained in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan any Collateral Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of shall be deemed to be a reference to the Administrative Agent acting its capacity as “collateral agent” for the benefit of the Secured Parties; and
(f) this amendment and restatement shall be limited as written and not be a consent to any other amendment, restatement, supplement, waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall Loan Documents remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, unless otherwise specifically amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Datehereby.
Appears in 2 contracts
Sources: Credit Agreement (Bausch Health Companies Inc.), Restatement Agreement (Valeant Pharmaceuticals International, Inc.)
Amendment and Restatement. On Effective immediately upon the Closing Date, this Agreement shall amend the terms and restate and supersede conditions of the Existing Credit Agreement in its entiretyshall be amended and restated as set forth herein and the Existing Credit Agreement shall be superseded by this Agreement. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified the grant of security interests and Liens in effect on the Closing Date. All principal, interest, fees Collateral by the Borrowers and expenses, if any, owing or accruing the Guarantors under or in respect of the Existing Credit Agreement for periods prior to and the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the other “Loan Documents to “the Credit AgreementDocuments” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) shall continue under this Agreement and all the other instruments Loan Documents, and documents executed and delivered by such Loan Party shall not in favor of the Administrative Agent any event be terminated, extinguished or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior annulled but shall hereafter continue to or on the Closing Date, shall remain be in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of be governed by this Agreement and the other Loan Documents. All Obligations (as defined in the Existing Credit Documents Agreement) under the Existing Credit Agreement and the other “Loan Documents” (bas defined in the Existing Credit Agreement) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and shall continue to be outstanding except as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under expressly modified by this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied governed in all respects by the execution of this Agreement, and this Agreement shall and the other Loan Documents, it being agreed and understood that this Agreement does not constitute a refinancingnovation, substitution satisfaction, payment or novation reborrowing of such Obligations any Obligation (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any of the other rights, duties and obligations of the parties hereunder, and the terms “ObligationsLoan Document” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated nor does it operate as a waiver of any right, power or discharged on remedy of the Closing Date, Agent or any Lender under any “Loan Document” (as defined in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant the Existing Credit Agreement). All references to the terms of Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateprovisions hereof.
Appears in 2 contracts
Sources: Credit Agreement (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc)
Amendment and Restatement. (a) On the Closing Restatement Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement Agreement, any Notes delivered pursuant to Section 3.1 and the other Loan Documents as amendedexecuted and delivered in connection herewith do not constitute a novation, restatedpayment and reborrowing, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect termination of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit AgreementObligations” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant under the Existing Credit Agreement, unless terminated or discharged Agreement as in effect prior to or on the Closing Restatement Date, shall remain ; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect on and secure the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms payment of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Existing Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement. Without limitation of the foregoing, each of the Company and each other Loan Party hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Closing Restatement Date secure all Obligations hereunder.
(b) On and after the Restatement Date, (i) each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Credit Agreement shall mean and be a reference to this Agreement and (ii) each reference in the Loan Documents to a “Note” shall mean and be a Note as defined in this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Titan International Inc), Credit Agreement (Titan International Inc)
Amendment and Restatement. On As of the Closing Datedate hereof, with effect immediately upon the consummation of the Refinancing, this Agreement shall amend amend, and restate and supersede as amended, the Existing Credit Agreement Guarantee and Collateral Agreement, but shall not constitute a novation thereof or in its entirety. On the Closing Date, any way impair or otherwise affect the rights and or obligations of the parties evidenced by thereunder (including with respect to representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby (the “Amendment and Restatement”). The Existing Guarantee and Collateral Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Guarantee and Collateral Agreement shall be evidenced by not amended and restated in connection with the entry of the parties into this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Guarantee and Collateral Agreement contained herein were set forth in each case as amendedan amendment to the Existing Guarantee and Collateral Agreement in a customary form, restatedunless such document, amended and restated, supplemented instrument or agreement has otherwise modified and/or reaffirmed been terminated or has expired in accordance with or pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Datethis Agreement, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Guarantee and Collateral Agreement, the Senior Secured Note Documents, any Other Pari Passu Lien Obligations Agreements, the Term/Note Intercreditor Agreement are hereby reaffirmedor such document, ratifiedinstrument or agreement or as otherwise agreed by the required parties hereto or thereto, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after as the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Datecase may be.
Appears in 2 contracts
Sources: Term Loan Agreement (CDW Corp), Guarantee and Collateral Agreement (CDW Corp)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend become effective as of December 31, 2015, and restate shall supersede all provisions of the Existing Credit Agreement as of such date. From and supersede after December 31, 2015, all references made to the Existing Credit Agreement in its entiretyany Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. On the Closing Date, the rights This Agreement amends and obligations of the parties evidenced by restates the Existing Credit Agreement shall and is not intended to be evidenced by this Agreement or operate as a novation or an accord and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect satisfaction of the Existing Credit Agreement or the indebtedness, obligations and liabilities of any Borrower or other Loan Party evidenced or provided for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreementthereunder. Each Loan Party (a) hereby acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents it heretofore executed and delivered certain Collateral Documents and agree that the Liens created and provided for by such Loan Party in favor the Collateral Documents continue to secure, among other things, the Secured Obligations as described therein, including the relevant Obligations arising under this Agreement; and the Collateral Documents and the rights and remedies of the Administrative Agent or thereunder, the Collateral Agentobligations of the relevant Loan Parties thereunder, as applicable, pursuant and the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall Liens created and provided for thereunder remain in full force and effect on and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the Closing Date in accordance with its terms, in each case priority of the Liens created and provided for by the Collateral Documents as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms indebtedness which would be secured thereby prior to giving effect to this Agreement. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Credit Agreement” and any other Loan Document referred to in any of the Collateral Documents shall from and after December 31, 2015, be deemed a reference to this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant referred to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateherein.
Appears in 2 contracts
Sources: Multicurrency Credit Agreement (Fenix Parts, Inc.), Multicurrency Credit Agreement (Fenix Parts, Inc.)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. (a) On the Closing Date, the rights and obligations of the parties evidenced by the Existing Original Credit Agreement (as previously amended, restated or otherwise modified) shall be evidenced by amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement Agreement, any Notes delivered pursuant hereto and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with herewith do not constitute a novation, payment and reborrowing, or termination of the Existing "Obligations" (as defined in the Original Credit Agreement are hereby reaffirmed(as previously amended, ratifiedrestated or otherwise modified) under the Original Credit Agreement (as previously amended, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, restated or otherwise modified) as in each case, unless expressly terminated, superseded or discharged on and after effect prior to the Closing Date, shall remain ; (ii) such "Obligations" are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such "Obligations" are in all respects continuing and in full force and effect as security for and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Original Credit Agreement (as previously amended, restated or otherwise modified) immediately before the effectiveness of this Agreement will be part of the Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Closing Date secure all Obligations hereunder.
(b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Credit Parties contained in the Original Credit Agreement (as previously amended, restated or otherwise modified), Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement, provided, further, that the Obligations under the other Loan Documents shall also continue in full force and effect including, without limitation, the Obligations of each Credit Party pursuant to the Collateral Documents. All indemnification obligations of each Credit Party pursuant to the Original Credit Agreement (as previously amended, restated or otherwise modified) (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Original Credit Agreement (as previously amended, restated or otherwise modified) pursuant to this Agreement.
(c) On and after the Closing Date, (i) each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Credit Agreement shall mean and be a reference to this Agreement and (ii) each reference in the Loan Documents to a “Note” shall mean and be a Note as defined in this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Novamed Inc), Credit Agreement (Novamed Inc)
Amendment and Restatement. On This Agreement amends and restates the Closing provisions of the Original Agreement and, as of the Effective Date, this except as expressly modified herein: (a) all of the terms and provisions of the Original Agreement shall amend and restate and supersede continue to apply for the Existing Credit Agreement in its entirety. On period prior to the Closing Effective Date, including any determinations of payment dates, interest rates, Events of Default or any amount that may be payable, and (b) the rights Obligations (as defined in the Original Agreement) under the Original Agreement shall continue to be paid or prepaid in accordance with the Original Agreement on or prior to the Effective Date, and obligations of the parties evidenced be secured by the Existing Credit Collateral, and shall, from and after the Effective Date, continue to be owing, shall constitute Obligations hereunder and shall be subject to the terms of this Agreement. All references in the Financing Agreements to the Original Agreement shall be evidenced by deemed to include references to this Agreement and the other Loan Documents Agreement, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, and in effect on such Financing Agreements are hereby amended to reflect such changed reference. Each Lender hereunder that was a party to the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Original Agreement for periods immediately prior to the Closing Effective Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document its "Commitment" (as defined in the Existing Credit Original Agreement) shall be terminated upon the Effective Date and all other instruments and documents executed and delivered by shall be replaced with the Commitment assigned to such Loan Party Lender under Schedule I hereto as in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to Effective Date. On the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms thatEffective Date, the Obligations that remain unpaid and Revolving Loans then outstanding as of the date of this Agreement (after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation prepayment of such Obligations or any Revolving Loans with proceeds of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as Term Loan) shall be allocated to each such term is used Lender in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documentsaccordance with its Pro Rata Share. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.139
Appears in 1 contract
Sources: Loan and Security Agreement (Delco Remy International Inc)
Amendment and Restatement. On This Agreement is an amendment and restatement of the Closing Original Credit Agreement, it being acknowledged and agreed that as of the Effective Date all obligations outstanding under or in connection with the Original Credit Agreement and any of the other Loan Documents (such obligations, collectively, the “Existing Obligations”) constitute obligations under this Agreement. This Agreement is in no way intended to constitute a novation of the Original Credit Agreement or the Existing Obligations. With respect to (i) any date or time period occurring and ending prior to the Effective Date, this Agreement shall amend and restate and supersede the Existing Original Credit Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in its entirety. On full force and effect; and (ii) any date or time period occurring or ending on or after the Closing Effective Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement hereto shall be evidenced governed by this Agreement (including, without limitation, the exhibits and schedules hereto) and the other Loan Documents. From and after the Effective Date, any reference to the Original Credit Agreement in any of the other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and the provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such provisions and those of the Original Credit Agreement. Reference is made to the Amended and Restated Credit Agreement, dated as of October 21, 2016 (as amended, restated, amended and restated, supplemented extended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among ▇▇-▇▇▇ Stores, LLC, an Ohio limited liability company (the “Borrower”), Needle Holdings LLC, a Delaware limited liability company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent (capitalized terms used herein have the meanings attributed thereto in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as unless otherwise defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreementherein), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 1 contract
Sources: Credit Agreement (JOANN Inc.)
Amendment and Restatement. (a) On and after the Closing Initial Funding Date, this Agreement shall will automatically and without further action of any kind amend and restate and supersede the Existing Credit Agreement in its entirety. On entirety the Closing DatePrior Loan Document and, upon the Initial Funding Date the terms and provisions of the Prior Loan Document shall, subject to this Section 12.19, be superseded hereby and thereby; provided, however, that notwithstanding the amendment and restatement of the Prior Loan Document by this agreement, the rights and obligations of Company shall continue to be liable to NationsBank, the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document Administrative Agent-related Persons (as defined in the Existing Credit AgreementPrior Loan Document) and all other instruments the Lenders under, and documents executed and delivered by such as defined in, the Prior Loan Party in favor Document (the "Prior Loan Document Lenders") with respect to agreements on the part of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations Company or any of its Subsidiaries under the other rightsPrior Loan Document to indemnify and hold NationsBank (individually and as Administrative Agent), duties and obligations of the parties hereunder, Administrative Agent-Related Persons and the terms “Obligations” Prior Loan Document Lenders harmless from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which NationsBank (individually and as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit AgreementAdministrative Agent), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement administrative agent-Related Persons and the other Prior Loan Documentsdocument may be subject arising in connection with any action taken, failure to take action or transaction contemplated in or under the Prior Loan Document during the period that such agreement was in effect. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party the obligations of the Company pursuant to Sections 4.01, 4.03, 4.04, 4.09 and 12.05 of the Prior Loan Documents executed Document and delivered the Fee Letter, as such term is defined in connection the Prior Loan Document, shall not be superseded, modified or otherwise affected by this Agreement.
(b) Simultaneously with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after occurrence of the Closing Initial Funding Date, each Prior Loan Document Lender shall remain in full force and effect as security for the Obligations be deemed to have assigned (as defined in subject to Section 11.06 of this Agreement) a portion of its Commitments under, and as defined in, the Prior Loan Document to the Lenders under this Agreement in such amount so that the allocation of the Commitments as of the Initial Funding Date shall be in the amounts specified on Schedule 2.01 hereto, and each Lender hereby accepts such assignment and assume its portion of the Commitments in accordance with the terms and conditions thereunder (and the Prior Loan Lenders shall have no further obligations with respect to such Commitments).
(c) In furtherance of and without limiting the foregoing, all amounts owing with respect to accrued fees with respect to the Commitments under, and as defined in, the Prior Loan Documents shall have been paid to the Prior Loan Documents Lenders currently on and after as of the Closing DateInitial Funding Date in their entirety.
Appears in 1 contract
Sources: Credit Agreement (Macdermid Inc)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing DateThe Borrowers, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement Agent and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon Lenders hereby agree that upon the effectiveness of this Agreement, each reference the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the Loan Documents to “terms and conditions of this Agreement and the Credit terms and provisions of the Existing Agreement” or words of similar effect , except as otherwise provided herein, shall mean be superseded by this Agreement. Each Loan Party (a) acknowledges Notwithstanding the amendment and agrees that each Loan Document (as defined in restatement of the Existing Credit Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Lenders with respect to (and to the extent of) and all other instruments and documents executed and delivered by such Loan Party in favor agreements on the part of the Administrative Agent or the Collateral Agent, as applicable, pursuant Borrowers under the Existing Credit Agreement to indemnify and hold harmless the Agent and the Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, unless terminated and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or discharged Interest Rate Selection Notice prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding Existing Agreement as of the date of this Agreement after giving effect Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Transactions (x) continue outstanding under this Agent of an Application and Agreement and shall not be deemed for Letters of Credit prior to be paidthe Closing Date in accordance with the terms hereof, released, discharged or otherwise satisfied by upon the execution effectiveness of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation all Letters of such Obligations or any Credit issued for the account of the other rights, duties and obligations Borrowers under the Existing Agreement as of the parties Closing Date shall constitute Letters of Credit hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 1 contract
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit (i) This Agreement shall be evidenced by this Agreement deemed to be an amendment to and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect restatement of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing First Restated Credit Agreement, unless terminated or discharged prior to or on and the Closing Date, First Restated Credit Agreement as amended and restated hereby shall remain in full force and effect on and is hereby ratified and confirmed in all respects. This Agreement is not intended to constitute, nor does it constitute, an interruption, suspension of continuity, satisfaction, discharge of prior duties, novation, or termination of the Closing Date in accordance with First Restated Credit Agreement or the liens, security interests, loans, guarantees, liabilities, expenses, or obligations under the First Restated Credit Agreement, or the collateral thereunder. Each of the Obligors affirms its terms, in each case duties and obligations under the terms of the First Restated Credit Agreement (as amended, restated, amended and restatedrestated by this Agreement). This Agreement amends and restates the First Restated Credit Agreement in its entirety and any obligation thereunder shall be deemed to be outstanding under this Agreement. If there is a conflict between the First Restated Credit Agreement and this Agreement, supplemented this Agreement shall govern from and after the Restatement Date. Upon the Restatement Date, each reference to the First Restated Credit Agreement in any other Secured Debt Document or otherwise modified and/or reaffirmed pursuant in any other document, instrument or agreement shall mean and be a reference to the First Restated Credit Agreement as amended and restated by this Agreement.
(ii) Each Obligor hereby expressly acknowledges and agrees that as at the Restatement Date the Term Loan Required Payments (reflecting drawn Term Loan Commitments) which are outstanding are set out in the Repayment Schedule prepared as of the Restatement Date set forth in Schedule 2.03. 128 #4866-5228-1161
(iii) Each Obligor hereby (i) expressly acknowledges the terms of this Agreement Agreement, (ii) ratifies and affirms its obligations under the other Credit Loan Documents (including guarantees and security agreements) executed by such Obligor and (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and (b) ratifiesagrees such Loan Documents remain in full force and effect, reaffirms and confirms that, including with respect to the Obligations that remain unpaid and outstanding as obligations of the date of Borrower as modified by this Agreement Agreement. Each Obligor further represents and warrants to each Secured Party that after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and neither the modification of the First Restated Credit Agreement effected pursuant to this Agreement, nor the execution, delivery, performance or effectiveness of this Agreement shall not constitute a refinancing(A) impairs the validity, substitution effectiveness or novation of such Obligations or any priority of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” Liens granted pursuant to any Secured Debt Document (as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing First Restated Credit Agreement), unless terminated and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or discharged on hereafter incurred; or (B) requires that any new filings be made or other action taken to perfect or to maintain the Closing Dateperfection of such Liens.
(iv) Each Obligor hereby agrees, in acknowledges and affirms that (i) each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, to which it is a party shall remain in full force and effect as and shall constitute security for all Obligations pursuant to the Obligations First Restated Credit Agreement as amended and restated hereby, and (as defined ii) any reference to the First Restated Credit Agreement appearing in this Agreement) any other Secured Debt Document shall on and after the Closing Date.Restatement Date be deemed to refer to the First Restated Credit Agreement as amended and restated hereby. In furtherance of the foregoing, each Obligor hereby confirms the security interest in the Collateral granted by it in favor of the Security Trustee pursuant to each Collateral Document to which it is a party. 129 #4866-5228-1161
Appears in 1 contract
Sources: Credit Agreement (Atlas Corp.)
Amendment and Restatement. On Upon this Agreement becoming effective pursuant to subsection 4.1, from and after the Closing Date, this Agreement shall amend : (i) the terms and restate and supersede conditions of the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Revolving Credit Agreement shall be evidenced by amended as set forth herein and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Company, the Banks, the Issuing Lenders and the Administrative Agent accruing from and after the Closing Date; (ii) all indemnification obligations of the Company under the Existing Revolving Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect benefit of the “Banks”, the “Issuing Lenders” or the “Administrative Agent” (as such terms are defined in the Existing Revolving Credit Agreement for periods Agreement) at any time prior to the Closing Date shall be calculated and paid on Date; (iii) the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit AgreementObligations” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as such term is defined in the Existing Revolving Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant incurred under the Existing Revolving Credit AgreementAgreement shall, unless terminated or discharged prior to or the extent outstanding on the Closing Date and not repaid on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant continue to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (iv) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the terms “ObligationsBanks”, “Issuing Lenders” or the “Administrative Agent” (as such term terms are defined in the Existing Revolving Credit Agreement) under the Existing Revolving Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Revolving Credit Agreement, except to the extent that any such covenant, agreement or obligation is used no longer set forth herein or is modified hereby; and (v) any and all references in the Loan Documents shall include to the Obligations Existing Revolving Credit 109 Agreement shall, without further action of the parties, be deemed a reference to the Existing Revolving Credit Agreement, as amended and restated under by this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as this Agreement shall be further amended, restated, amended and restatedmodified, supplemented or otherwise modified and/or reaffirmed pursuant amended and restated from time to time hereafter in accordance with the terms of this Agreement and the other Loan DocumentsAgreement. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.110
Appears in 1 contract
Sources: Credit Agreement (Western Union CO)
Amendment and Restatement. On (a) It is the Closing Date, intention of each of the parties hereto that the Original Credit Agreement be amended and restated in its entirety pursuant to this Agreement. This Agreement does not constitute a novation or termination of any of the Obligations existing under the Original Credit Agreement or any other Credit Document. The parties hereto further acknowledge and agree that this Agreement shall amend and restate and supersede constitutes an amendment of the Existing Original Credit Agreement made under and in its entiretyaccordance with the terms of Section 12.9 of the Original Credit Agreement. On In addition, (a) any Obligations accrued under the Closing Original Credit Agreement prior to the A&R Effective Date shall be due and payable by the Borrower on the Repayment Date to occur after the A&R Effective Date and (b) unless specifically amended hereby or otherwise, each of the Credit Documents (other than, upon the occurrence of the A&R Effective Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Original Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain continue in full force and effect and are hereby ratified, confirmed and reaffirmed, and that, from and after the A&R Effective Date, all references to “Credit Agreement” in the Credit Documents shall be deemed to refer to this Agreement. For the avoidance of doubt, this Agreement shall be binding and enforceable against each Lender and each Loan Party on and from the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant A&R Effective Date.
(b) Each Loan Party consents to the terms provisions of this Agreement including the amount of the Loans as of the A&R Effective Date. Each Loan Party confirms that each Credit Document to which it is a party continues in full force and effect and that the Obligations thereunder extend to include all obligations and liabilities of the relevant Loan Parties owed to the Administrative Agent (acting on behalf of the Lenders) under this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing A&R Effective Date.
I. Floating Rate Loan Commitments
II. Fixed Rate Loan Commitments
Appears in 1 contract
Amendment and Restatement. On This Agreement is an amendment and restatement of the Closing DateExisting Credit Agreement, this Agreement shall amend it being acknowledged and restate and supersede agreed that as of the Effective Date all obligations outstanding under or in connection with the Existing Credit Agreement and any of the other Loan Documents (such obligations, collectively, the “Existing Obligations”) constitute Obligations under this Agreement (unless paid on the Effective Date). This Agreement is in its entiretyno way intended to constitute a novation of the Existing Credit Agreement or the Existing Obligations. On With respect to (i) any date or time period occurring and ending prior to the Closing Effective Date, the Existing Credit Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in full force and effect; and (ii) any date or time period occurring or ending on or after the Effective Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement hereto shall be evidenced governed by this Agreement and the other Loan Documents as amended(including, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms thatwithout limitation, the Obligations that remain unpaid exhibits and outstanding as of the date of this Agreement after giving effect to the Transactions (xschedules hereto) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting From and after the generality of the foregoingEffective Date, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant reference to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continuedin any of the other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and all the provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such security interests, pledges, assignments provisions and other Liens those of the Existing Credit Agreement. The Credit Parties authorize the Agents to execute a Confirmation and GuaranteesRatification of Ancillary Loan Documents and any amendments and/or amendments and restatements and/or supplements to the Existing Credit Agreement, in each case, unless expressly terminated, superseded or discharged on and after case as the Closing Date, shall remain Administrative Agent may deem appropriate in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateconnection with such Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Quiksilver Inc)
Amendment and Restatement. On The parties hereto agree that as of the Closing Restatement Effective Date, this Agreement shall amend the terms and restate and supersede conditions of the Existing Credit Agreement shall be and hereby are amended, superseded, and restated in its entiretytheir entirety by the terms and provisions of this Agreement. On Each of the Closing parties hereto agrees that notwithstanding anything to the contrary contained in this Agreement, (x) on or prior to the Restatement Effective Date, the Borrower shall submit a Monthly Report for the period ending on the most recent Monthly Report Date that contains the information required for such Monthly Report as of such date but calculated on a pro forma basis as if the Restatement Effective Date had occurred on such Monthly Report Date (provided, however, that for purposes of preparing Monthly Reports, the modifications to clause (b) of the definition of “Eligible Receivables” and clause (a) of the definition of “Defaulted Receivables” in this Agreement shall become effective upon the delivery of the Monthly Report in November 2010) and (y) that such Monthly Report shall replace the Monthly Report for such date submitted under the Existing Credit Agreement and shall be the basis for any Borrowing on or after the Restatement Effective Date. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or the indebtedness incurred thereunder. With respect to any date or time period occurring and ending prior to the Restatement Effective Date, the rights and obligations of the parties evidenced by to the Existing Credit Agreement shall be evidenced governed by the Existing Credit Agreement and the “Transaction Documents” (as defined therein), and with respect to any date or time period occurring and ending on or after the Restatement Effective Date, the rights and obligations of the parties hereto shall be governed by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Transaction Documents (as defined in the Existing Credit Agreementherein), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 1 contract
Sources: Credit and Security Agreement (Sungard Capital Corp Ii)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and amend, restate and supersede the Existing Credit Agreement in its entirety, except as provided in this Section 1.101.09 (it being understood that this Agreement is not intended by the parties to be a novation of the Loan Documents (as defined in the Existing Credit Agreement) or the credit facilities under the Existing Credit Agreement). On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Agents reserve all of their rights under the Existing Credit Agreement, as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Daterestated by this Agreement. All principal, interest, interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to through the Closing Date shall be calculated as of the Closing Date (pro-rated in the case of any fractional periods), and shall be paid on the Closing Date. Upon the effectiveness of this Agreement; provided, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document that, all Obligations (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of outstanding on the Administrative Agent or Closing Date that are not repaid on the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged Closing Date immediately prior to or simultaneously with the effectiveness of this Agreement shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder on the terms set forth herein. Commencing on the Closing Date, all fees hereunder shall remain in full force and effect on be payable by the Closing Date Borrowers to the Agents for the account of the Lenders in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 1 contract
Sources: Global Revolving Credit Agreement (Ryder System Inc)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. (a) On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced amended and restated in its entirety by this Agreement and (a) all references to the Existing Credit Agreement in any Loan Document other Loan Documents than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing Credit Agreement as amended, restated, amended and restatedrestated hereby, supplemented (b) all references to any section (or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect subsection) of the Existing Credit Agreement for periods prior in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the Closing Date corresponding provisions of this Agreement, (c) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be calculated deemed to be reference to the Existing Credit Agreement as amended and paid on restated hereby and (d) each Loan Party (i) reaffirms all of its obligations under each of the Closing Date. Upon Loan Documents to which it is a party and (ii) acknowledges and agrees that subsequent to, and taking into account all of the effectiveness terms and conditions of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document to which it is a party shall remain in full force and effect in accordance with the terms thereof. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Existing Credit Agreement (including the Obligations as defined therein) or to evidence payment of all or any portion of such obligations and liabilities.
(b) Upon the occurrence of the Closing Date, the “Commitments” (as defined in the Existing Credit Agreement) (the “Existing Commitments”) of any “Lender” party to (and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant defined in) the Existing Credit AgreementAgreement that does not submit its signature page to this Agreement on the Closing Date (each, unless terminated or discharged prior a “Departing Lender”) shall be terminated. After giving effect to or (x) the termination of the Existing Commitments of Departing Lenders and (y) the Commitments of the Lenders hereunder on Schedule 2.01, it may be the case that the outstanding Revolving Credit Exposure is not held pro rata in accordance with the new Commitments. In order to remedy the foregoing, on the Closing Date, shall remain in full force each of the parties hereto agrees that Administrative Agent may take any and effect on all actions as may be reasonably necessary to ensure that, upon the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used each Lender shares in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined aggregate Revolving Credit Exposure pro rata in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection accordance with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Datenew Commitments.
Appears in 1 contract
Amendment and Restatement. On The amendment and restatement of the Existing Term Loan Agreement is subject to the satisfaction (or waiver by the Administrative Agent in accordance with Section 9.08 of the Existing Term Loan Agreement) of the conditions that on the Closing Date, this :
(a) This Agreement shall amend have been duly executed and restate delivered or consented to by the Borrower, the Administrative Agent, the Collateral Agent and supersede each Existing Lender.
(b) The Administrative Agent shall have received, on behalf of itself and the Existing Credit Agreement in its entirety. On Lenders, an opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, dated as of the Closing DateDate and addressed to the Administrative Agent and the Lenders, and of such other counsel to the rights Loan Parties satisfactory to the Administrative Agent, in each case, in form and obligations substance reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received (i) a copy of the parties evidenced certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Existing Credit Agreement shall be evidenced by this Agreement Secretary of State of the state of its organization, and a certificate as to the other good standing (where relevant) of each Loan Documents Party as amendedof a recent date, restated, amended from such Secretary of State or similar Governmental Authority and restated, supplemented (ii) an Officer’s Certificate of the Secretary or otherwise modified Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date. All principal, interest(B) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.
(d) The Administrative Agent shall have received an Officer’s Certificate, dated the Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 4.02(j) and (k).
(e) The Administrative Agent and the Arrangers shall have received all fees and expenses, if any, owing other amounts due and payable on or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on Date, including, to the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged extent invoiced at least three Business Days prior to or on the Closing Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.
(f) The Administrative Agent shall remain in full force have received a confirmation and effect reaffirmation agreement with respect to the Security Documents, duly executed by each Loan Party. All actions necessary to establish that the Collateral Agent will have a perfected first priority Lien on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant Collateral (subject to the terms of this Agreement and the other Credit Documents and (bPermitted Liens) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Datehave been taken.
Appears in 1 contract
Sources: Term Loan Agreement (CDW Corp)
Amendment and Restatement. On In order to facilitate the Closing Dateamendment and restatement of the Existing Term Loan Agreement, one or more lenders that are a party to the Existing Term Loan Agreement are no longer continuing as Lenders under this Agreement (each an “Exiting Lender”). Contemporaneously with the execution of this Agreement, each Exiting Lender shall amend be deemed to have assigned its Existing Commitment and restate Existing Loans to the Lenders, and supersede each Exiting Lender shall be paid all principal, interest and fees due to it in connection therewith. Such Existing Commitments and Existing Loans shall be allocated among the Existing Credit Lenders that are a party to this Agreement in its entiretyaccordance with their respective Applicable Percentages. On The foregoing is done as an accommodation to the Closing DateBorrower, each Exiting Lender and the rights Lenders, and obligations of shall be deemed to have occurred with the parties same force and effect as if such assignments were evidenced by the applicable Assignment and Assumption (as defined in the Existing Credit Agreement Term Loan Agreement), and no other documents shall be, or shall be evidenced required to be, executed in connection therewith, except as provided in Section 2.10(b). For the avoidance of doubt, other than payments contemplated by this Agreement Section 1.06 and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified payment of certain fees described in Section 2.08 and in the Fee Letter, no payment is due and payable to any Lender or Exiting Lender in connection with the foregoing. All interest and fees accrued and unpaid (determined after giving effect to any payments made to Exiting Lenders on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing ) under or in respect the Existing Term Loan Agreement as of the date of this Agreement shall be due and payable in the amount determined pursuant to the Existing Credit Term Loan Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” next payment date for such interest or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined fee set forth in this Agreement) on and after the Closing Date.
Appears in 1 contract
Sources: Term Loan Agreement (Retail Opportunity Investments Partnership, LP)
Amendment and Restatement. On the Closing DateThis Agreement amends, this Agreement shall amend restates, replaces and restate and supersede supersedes, in its entirety, the Existing Credit Agreement (as defined in the Recitals to this Agreement). Borrower represents, warrants and agrees that, as of the date hereof, (i) there is no uncured Default or Event of Default under the Existing Credit Agreement by any party thereto; (ii) no condition exists which, but for the passage of time or giving of notice, would constitute an uncured Default or Event of Default by any party thereto or which could give rise to a setoff or defense under the Existing Credit Agreement; (iii) the Existing Credit Agreement and the related loan documents are valid, in full force and effect, and are legally binding on the parties thereto and any prior or current holder thereof; (iv) Borrower has no defenses to the enforceability of the Existing Credit Agreement, including, but not limited to, the defense of usury; and (v) Borrower has no right of set-off to any sums due under the Existing Credit Agreement and related loan documents and no counterclaims against any party thereto or prior or current holder thereof or counterclaims pertaining to the Existing Credit Agreement. It is the intention of the Borrower and the Lenders that while this Agreement amends, restates, replaces and supersedes, in its entirety. On the Closing Date, the rights and obligations of the parties indebtedness evidenced by the Existing Credit Agreement shall be evidenced by and the related loan documents, this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented is not in payment or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect satisfaction of the Existing Credit Agreement and related loan documents, but rather is in substitution of one evidence of debt for periods prior to the Closing Date another. Nothing herein contained is intended as, or shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreementconstrued as, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Daterelated loan documents.
Appears in 1 contract
Amendment and Restatement. On the Closing Date, this This Agreement shall amend become effective on the Effective Date and restate shall supersede all provisions of the Original Credit Agreement as of such date. From and supersede after the Existing Effective Date all references made to the Original Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other any Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under Document or in respect of the Existing Credit Agreement for periods prior any other instrument or document shall, without more, be deemed to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents refer to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) This Agreement amends and restates the Original Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Original Credit Agreement or the indebtedness, obligations and liabilities of the Borrower evidenced or provided for thereunder. The Borrower heretofore executed and delivered to the Collateral Agent the Company Security Agreement and certain other Collateral Documents. The Borrower hereby acknowledges and agrees that each Loan Document (as defined in the Existing Credit Liens created and provided for by the Collateral Documents continue to secure, among other things, the Obligations arising under this Agreement) ; and all other instruments the Collateral Documents and documents executed the rights and delivered by such Loan Party in favor remedies of the Administrative Agent or the Collateral Agent, as applicablethe Administrative Agent, pursuant and the Existing Credit AgreementLenders thereunder, unless terminated or discharged prior to or on the Closing Dateobligations of the Borrower thereunder, shall and the Liens created and provided for thereunder remain in full force and effect on and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the Closing Date in accordance with its terms, in each case priority of the liens and security interests created and provided for by the Collateral Documents as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms indebtedness which would be secured thereby prior to giving effect to this Agreement. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Credit Agreement” and the “Notes” referred to in the Company Security Agreement and any of the other Collateral Documents shall from and after the date hereof be deemed a reference to this Agreement and the other Credit Documents and Notes (bif any) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties issued hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.74
Appears in 1 contract
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this (a) This Agreement and the other Loan Documents as amended, restated, amended amend and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of restate the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “ObligationsLoan Documents” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement). All rights, unless terminated or discharged on benefits, indebtedness, interests, liabilities and obligations of the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant parties to the terms of this Existing Credit Agreement and the other Loan Documents. Without limiting the generality of the foregoingagreements, all security interests, pledges, assignments documents and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents instruments executed and delivered in connection with the Existing Credit Agreement (collectively, the “Existing Loan Documents”) are hereby reaffirmedrenewed, ratifiedamended, restated and superseded in their entirety according to the terms and provisions set forth herein and in the other Loan Documents. This Agreement does not constitute, nor shall it result in, a waiver of or release, discharge or forgiveness of any amount payable pursuant to the Existing Loan Documents or any indebtedness, liabilities or obligations of the Obligors thereunder, all of which are renewed and continued and are hereafter payable and to be performed in accordance with this Agreement and the other Loan Documents. Neither this Agreement nor any other Loan Document extinguishes the indebtedness or liabilities outstanding in connection with the Existing Loan Documents, nor do they constitute a novation with respect thereto.
(b) All security interests, pledges, assignments and other Liens previously granted by any Obligor pursuant to the Existing Loan Documents are hereby renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations Obligations.
(as defined c) Amounts in respect of interest, fees and other amounts payable to or for the account of the Agent, the Letter of Credit Issuer and the Lenders shall be calculated (i) in accordance with the provisions of the Existing Credit Agreement with respect to any period (or a portion of any period) ending prior to the Closing Date, and (ii) in accordance with the provisions of this AgreementAgreement with respect to any period (or a portion of any period) commencing on and or after the Closing Date.
Appears in 1 contract
Amendment and Restatement. On (a) This Agreement is an amendment and restatement of the Existing Credit Agreement, it being acknowledged and agreed that as of the Closing Date, this Agreement shall amend and restate and supersede all obligations outstanding under or in connection with the Existing Credit Agreement and any of the other Loan Documents (such obligations, collectively, the “Existing Obligations”) constitute obligations under this Agreement. This Agreement is in its entiretyno way intended to constitute a novation of the Existing Credit Agreement or the Existing Obligations. On With respect to (i) any date or time period occurring and ending prior to the Closing Date, the Existing Credit Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in full force and effect, and (ii) any date or time period occurring or ending on or after the Closing Date, the rights and obligations of the parties evidenced hereto shall be governed by this Agreement (including, without limitation, the exhibits and schedules hereto) and the other Loan Documents. From and after the Closing Date, any reference to the Existing Credit Agreement in any of the other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and the provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such provisions and those of the Existing Credit Agreement.
(b) Without limiting the generality of this Section 10.20, the parties hereto agree that (i) all Existing Obligations outstanding as at the Closing Date shall, as of the Closing Date, be deemed to be obligations outstanding hereunder and subject to the terms of this Agreement, and (ii) each of the other Loan Documents (other than the Existing Credit Agreement) is hereby ratified and confirmed in all respects and shall continue in full force and effect, unamended (except as otherwise expressly set forth therein), except that (A) any references therein to the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under refer to this Agreement, and (yB) are secured any security granted or guarantee given pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmedand the other Loan Documents shall continue to secure or guarantee, ratifiedas applicable, renewed the obligations of the Loan Parties arising pursuant to or in connection with this Agreement (including all such obligations arising initially pursuant to or in connection with the Existing Credit Agreement and continuedthe other Loan Documents).
(c) Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement (including in connection with the amendment and restatement of the Existing Credit Agreement), pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and all such security interestsLender.
(d) Notwithstanding the foregoing, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the parties hereto agree that effective as of the Closing Date, Amendment No. 2 is hereby terminated and no further force and effect, and all amendments made to the Existing Credit Agreement and the other Loan Documents pursuant to Amendment No. 2 (except for the amendments set forth in Section 2(a) thereof) shall remain in full be rescinded as of the Closing Date and of no further force and effect as security for the Obligations (as defined in this Agreement) on and after of the Closing Date.
(e) Notwithstanding the foregoing, the parties hereto agree that effective as of the Closing Date, (i) the Security Agreement is hereby amended by deleting the reference to “$50,000” in Section 6(b) thereof and replacing it with “$250,000”, and (b) the Canadian Security Agreement is hereby amended by deleting the reference to “$50,000” in Section 6(b) thereof and replacing it with “$250,000”.
Appears in 1 contract
Sources: Credit Agreement (GSR II Meteora Acquisition Corp.)
Amendment and Restatement. On the Closing Date, this This Agreement shall fully amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement. The Lenders’ interests with respect to the Advances outstanding under (and as defined in) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect be allocated on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to Lender’s Commitments. The principal amount outstanding under the terms of this Existing Credit Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and hereof shall not be deemed to be paidAdvances disbursed hereunder and under the Notes, releasedwith each Lender having funded a portion of such Advances in an amount equal to its respective Pro Rata Share thereof; such initial outstanding advances hereunder (together with issued and undrawn Letters of Credit) are set forth on Schedule V attached hereto. All obligations of the Borrower under the Existing Credit Agreement shall become obligations of the Borrower hereunder, discharged or otherwise satisfied and the provisions of the Existing Credit Agreement shall be superseded by the execution provisions hereof. Each of this Agreement, the parties hereto confirms that the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on . On the Closing Date, in (A) the loan commitment of each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant Lender that is a party to the terms of Existing Credit Agreement, but not a party to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing(an “Exiting Lender”), shall be terminated, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant outstanding obligations owing to the Loan Documents executed and delivered in connection with such Exiting Lenders under the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continuedon the Closing Date shall be paid in full, and all such security interestseach Exiting Lender shall cease to be a Lender under this Agreement; provided, pledgeshowever, assignments and other Liens and Guaranteesthat, in each casenotwithstanding anything else provided herein or otherwise, unless expressly terminatedany rights of an Exiting Lender under the Loan Documents that are intended by their express terms to survive termination of the Commitments and/or the repayment, superseded satisfaction or discharged on and after the Closing Date, shall remain in full force and effect as security for discharge of the Obligations shall survive for such Exiting Lender hereunder, and (as defined in B) each Person listed on Schedule I attached to this Agreement) Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on and after the Closing Date.such Schedule I.
Appears in 1 contract
Sources: Credit Agreement (American Campus Communities Operating Partnership LP)
Amendment and Restatement. On In order to facilitate the Closing Dateamendment and restatement of the Existing Credit Agreement, this Agreement shall amend and restate and supersede one or more lenders that are a party to the Existing Credit Agreement are no longer continuing as Lenders under this Agreement (each an “Exiting Lender”). Contemporaneously with the execution of this Agreement, each Exiting Lender shall be deemed to have assigned its Existing Commitment and Existing Revolving Loans to the Lenders, and each Exiting Lender shall be paid all principal, interest and fees due to it in its entiretyconnection therewith. On Such Existing Commitments and Existing Revolving Loans shall be allocated among the Lenders that are a party to this Agreement in accordance with their respective Applicable Percentages. The foregoing is done as an accommodation to the Borrower, each Exiting Lender and the Lenders, and shall be deemed to have occurred with the same force and effect as if such assignments were evidenced by the applicable Assignment and Assumption (as defined in the Existing Credit Agreement), and no other documents shall be, or shall be required to be, executed in connection therewith, except as provided in Section 2.10(c). For the avoidance of doubt, other than payments contemplated by this Section 1.07 and the payment of certain fees described in Section 2.08 and in the Fee Letter, no payment is due and payable to any Lender or Exiting Lender in connection with the foregoing. All interest and fees accrued and unpaid (determined after giving effect to any payments made to Exiting Lenders on the Closing Date, the rights and obligations of the parties evidenced by ) under the Existing Credit Agreement as of the date of this Agreement shall be evidenced by this Agreement due and payable in the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of amount determined pursuant to the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” next payment date for such interest or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined fee set forth in this Agreement) on and after the Closing Date.
Appears in 1 contract
Sources: Credit Agreement (Retail Opportunity Investments Partnership, LP)
Amendment and Restatement. On the Closing Date, this (a) This Agreement shall amend and restate and supersede not extinguish the Loans or any other obligations outstanding under the Existing Credit Agreement in its entiretyAgreement. On the Closing Date, the rights and obligations Nothing herein contained shall be construed as a substitution or novation of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the Loans or any other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expensesobligations outstanding, if any, owing or accruing under or in respect the Existing Credit Agreement, which shall remain outstanding after the Effective Date as modified hereby. Notwithstanding any provision of this Agreement, the provisions of Sections 2.08, 2.12 and 10.07 of the Existing Credit Agreement for periods as in effect immediately prior to the Closing Effective Date shall will continue to be calculated and paid on effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Closing Effective Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party .
(ab) acknowledges and agrees that each Loan Document (as defined in the The Existing Credit Agreement) Agreement is, and all other instruments and documents executed and delivered by such Loan Party in favor the obligations of the Administrative Agent or the Collateral AgentCompany thereunder are, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, hereby ratified and confirmed and shall remain in full force and effect on the Closing Date in accordance with according to its terms, in each case terms (as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms hereby). The Company acknowledges and confirms that, the Obligations that remain unpaid and outstanding as of the date hereof the Company’s obligation to repay the outstanding principal amount of this Agreement after giving effect the Loans, if any, and reimburse each Issuing Bank for any drawing on a Letter of Credit outstanding on the date hereof, if any, is unconditional and not subject to the Transactions (x) continue outstanding under this Agreement any offsets, defenses or counterclaims. Each party hereto acknowledges and shall not be deemed to be paid, released, discharged or otherwise satisfied confirms that by the execution of entering into this Agreement, and this each party does not waive or release any term or condition of the Existing Credit Agreement shall not constitute a refinancing, substitution or novation any of their rights or remedies under such Obligations agreement or applicable Law or any of the other rights, duties and obligations of such party thereunder, except as expressly set forth herein.
(c) On and after the parties hereunderEffective Date, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined each reference in the Existing Credit Agreement to “this Agreement)”, unless terminated “hereunder”, “hereof” or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant words of like import referring to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed shall mean and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after be a reference to the Closing Existing Credit Agreement as modified by this Agreement.
(d) On the Effective Date, to the extent required to give effect to the changes to the Revolving Credit Commitments of the Banks as set forth on Schedule I relative to the Revolving Credit Commitments of the Banks under the Existing Credit Agreement (the Banks thereunder, the “Existing Banks”), the Banks shall remain (i) be deemed to have purchased at par from the Existing Banks such portion of the Existing ▇▇▇▇▇’ respective Revolving Credit Commitments (and any Revolving Credit Loans and participations in full force Letters of Credit which are then outstanding with respect thereto) and (ii) as required to give effect to the foregoing, make such payments (in respect of all accrued and unpaid principal, interest, fees and any other amounts due under the Existing Credit Agreement as security of such date) on the Effective Date to the Administrative Agent for the Obligations (account of the Existing Banks as defined the Administrative Agent shall notify to the Banks. For the avoidance of doubt, the Existing Banks shall continue to receive the benefits of any indemnity provisions set forth in this Sections 2.08, 2.12, 10.02, 10.04 and 10.07 of the Existing Credit Agreement) on and after the Closing Date.
Appears in 1 contract
Amendment and Restatement. On This Agreement is entered into by the Closing Dateparties hereto in order to, this Agreement shall inter alia, amend and restate the terms, provisions and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights agreements of that certain First Amended and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Restated Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifieswhich Lender is, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement hereof after giving effect to the Transactions Assignment Agreement, the only “Lender” (x) continue outstanding under this Agreement and shall not be deemed as defined thereunder). Pursuant to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “ObligationsLoan Documents” (as such term is used and defined in the First Amended and Restated Credit Agreement and in the Original Credit Agreement, herein, the “Original Loan Documents shall include Documents”) shall, only to the Obligations extent explicitly provided herein, also be amended and restated (except for any Facility LC Applications). This Agreement, together with the Original Loan Documents, as amended and restated on this date, the Pledge, the Security Agreements, the Fast Forward Guaranty, the Timexpress Guaranty, the Subsidiary Guaranty, all Facility LC Applications given under the First Amended and Restated Credit Agreement, Original Credit Agreement and/or this Agreement, and (y) are secured all other documents and or instruments given from time to time in connection with or pursuant to this Agreement, the First Amended and Restated Credit Agreement and the Original Credit Agreement, as each of the same may from time to time be amended, modified, supplemented, extended, restated or replaced from time to time, shall constitute the Loan Documents as such term is used and defined in this Agreement. Neither this Agreement nor any of the other Loan Documents shall constitute a satisfaction or refinance of the indebtedness made pursuant to the Collateral Documents (as defined in the Existing First Amended and Restated Credit Agreement), unless terminated or discharged on the Closing Date, in each case Original Credit Agreement and the other Original Loan Documents as amended, restated, amended evidenced by the HNB Note and restated, supplemented or otherwise modified and/or reaffirmed the JPM Note assigned pursuant to the terms Assignment Agreement to Lender or otherwise. Administrative Agent shall, notwithstanding anything contained herein or in any other Loan Document, as amended on the dated hereof, continue to act as Agent hereunder for the Lender and shall continue to hold and own, for the benefit of Lender, all right, title and interest granted, issued or made in favor of Administrative Agent, as creditor, secured party, or otherwise, under each Guaranty and all security interests, liens, mortgages and other rights, benefits and interests granted in connection with the First Amended and Restated Agreement, including without limitation under the Security Agreement, the Pledge and the Mortgage. Borrower hereby agrees, upon request by Administrative Agent or Lender, to, and to cause each Guarantor to, enter into and/or authorize such other and further agreements, documents, and instruments, including without limitation, Financing Statements, necessary to effectuate the intent of this Agreement and to continue, and/or continue the other Loan Documents. Without limiting the generality of the foregoingperfection of, all any liens, security interests, pledgesmortgages, assignments pledges and other Liens and Guarantees previously collateral interests granted by any Loan Party pursuant to the Loan Documents executed and delivered Person in connection with the Existing First Amended and Restated Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 1 contract
Amendment and Restatement. On the Closing Date, this The Existing Financing Agreement shall amend is hereby amended and restate and supersede the Existing Credit Agreement restated in its entiretyentirety by this Agreement. On the Closing DateThis Agreement, the rights Exhibits and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement Schedules attached hereto, and the other Loan Documents will govern the present relationship among Borrower, Agent, and the Lenders party hereto. This Agreement, however, is in no way intended, nor shall it be construed, to affect, replace, impair or extinguish the creation, attachment, perfection or priority of the security interests in, and other Liens on, the Loan Collateral granted to, or held by, Agent, on behalf of itself and the Lenders, which security interests and other Liens Borrower, by this Agreement, acknowledges, reaffirms and confirms to Agent and the Lenders. In addition, all obligations, liabilities and indebtedness created or existing under, pursuant to, or as a result of, the Existing Financing Agreement shall continue in existence within the definition of “Obligations” under this Agreement, which obligations, liabilities and indebtedness Borrower, by this Agreement, acknowledges, reaffirms and confirms. This Agreement shall not be deemed to evidence a novation or a payment and refunding of the outstanding Obligations. The existing Loan Documents, except as amended, restated, or as amended and restated, supplemented by this Agreement or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Datea separate agreement, shall remain in full force and effect on and are hereby ratified and confirmed. References in any of the Loan Documents to the Existing Financing Agreement shall, after the Closing Date in accordance with its termsDate, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of references to this Agreement, . Interest and this Agreement shall fees accrued but not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated paid under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Financing Agreement and the other Loan Documents. Without limiting the generality Documents remain accrued and unpaid hereunder and do not constitute any part of the foregoingprincipal amount of the Loans due hereunder. Capitalized terms used, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guaranteesbut not defined, in each case, unless expressly terminated, superseded or discharged on and after this Paragraph have the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in meanings given this Agreement) on and after the Closing Date.
Appears in 1 contract
Amendment and Restatement. On the Closing Date, this This Agreement shall amend amends and restate and supersede restates the Existing Credit Agreement in its entiretyLoan Agreement. On the Closing DateAll rights, the rights benefits, indebtedness, interests, liabilities and obligations of the parties evidenced by to the Existing Credit Loan Agreement are hereby renewed, amended, restated and superseded in their entirety according to the terms and provisions set forth herein. This Agreement does not constitute, nor shall be evidenced by this it result in, a waiver of or release, discharge or forgiveness of any amount payable pursuant to the Existing Loan Agreement and or the other Loan Documents as amendedexecuted in connection therewith (the “Existing Loan Documents”) or any indebtedness, restated, amended and restated, supplemented liabilities or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect obligations of the Existing Credit Agreement for periods prior Borrowers thereunder, all of which are renewed and continued and are hereafter payable and to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date performed in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting Neither this Agreement nor any other Loan Document extinguishes the generality of indebtedness or liabilities outstanding in connection with the foregoingExisting Loan Documents, all nor do they constitute a novation with respect thereto. All security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party Existing Borrowers pursuant to the Original Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations except as modified by the provisions hereof. Amounts in respect of interest, fees and other amounts payable to or for the account of Agents and the other Credit Parties shall be calculated (as defined i) in accordance with the provisions of the Original Loan Agreement with respect to any period (or a portion of any period) ending prior to the Closing Date, and (ii) in accordance with the provisions of this AgreementAgreement with respect to any period (or a portion of any period) commencing on and or after the Closing Date.
Appears in 1 contract
Sources: Loan Agreement (Superior Essex Inc)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend amends and restate and supersede restates in its entirety the Existing Credit Agreement in its entirety. On Agreement, and from and after the Closing Datedate hereof, the rights terms and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect provisions of the Existing Credit Agreement for periods prior shall, subject to this Section 10.16, be superseded by the terms and provisions of this Agreement in all respects. All references to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this “Credit Agreement, each reference ” contained in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are or this Agreement shall, and shall be deemed to, refer to this Agreement. Notwithstanding the foregoing, the parties hereto hereby reaffirmedagree that (i) the Existing Indebtedness, ratified, renewed all accrued and continuedunpaid interest thereon, and all such security interestsaccrued and unpaid fees under the Existing Credit Documents shall be deemed to be Indebtedness of Borrowers continuing and outstanding under and governed by this Agreement, pledges, assignments and other (ii) all Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after securing the Closing Date, Existing Indebtedness shall remain continue in full force and effect to secure the Secured Obligations and shall constitute continuing Secured Obligations and shall continue as security for such to be secured by the Collateral (it being agreed and understood that this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such Secured Obligations (and the Liens securing payment of the Secured Obligations under the Existing Credit Agreement, as defined amended and restated in the form of this Agreement, shall in all respects be continuing, securing the payment of all Secured Obligations) on and after (iii) any Default outstanding under the Closing DateExisting Credit Agreement as in effect immediately prior to the effectiveness hereof, shall no longer be deemed outstanding upon giving effect to this Agreement (except for any event or occurrence that constitutes an Event of Default under Section 8.1 of this Agreement). For the avoidance of doubt, the parties hereto acknowledge and agree that effective pursuant to this Agreement, the revolving loans and revolving loan commitments outstanding and in effect immediately prior to giving effect to this Agreement (if any) have been converted into term loans and term loan 110 [FIFTH AMENDED AND RESTATED CREDIT AGREEMENT] commitments, as applicable, having the terms agreed to herein and under no circumstances shall any such revolving loans or revolving loan commitments be deemed outstanding or in effect for any purpose hereunder.
Appears in 1 contract
Amendment and Restatement. On This Agreement constitutes an amendment and restatement of the Closing DateCredit Agreement, this Agreement shall amend and restate and supersede dated as of February 10, 2020 (as amended or modified prior to the Existing Credit Agreement in its entirety. On the Closing Datedate hereof, the rights and obligations “Prior Credit Agreement”), to which certain of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement hereto are subject. The execution and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect delivery of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations any indebtedness or any other obligations owing to the Lenders or the Administrative Agent under the Prior Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Effective Date, the credit facilities described in the Prior Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other rights, duties and obligations of the parties hereunderBorrower outstanding as of such date under the Prior Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, and without any further action by any Person, except that the terms “Obligations” Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreementloans, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged together with any extensions of credit made on the Closing Effective Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to reflect the terms of this Agreement and the other Loan Documents. Without limiting the generality Commitments of the foregoing, all security interests, pledges, assignments Lenders hereunder. The parties hereto agree and other Liens and Guarantees previously granted by any Loan Party pursuant to acknowledge that certain Eurocurrency Loans are outstanding under the Loan Documents executed and delivered in connection with the Existing Prior Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged as of the Effective Date. Such Eurocurrency Loans shall remain outstanding on and after the Closing Date, Effective Date and shall continue to accrue interest hereunder at the Eurocurrency Rates applicable thereto until the expiry of the Interest Periods therefor. Such Loans shall not remain in full force and effect outstanding hereunder as security for Eurocurrency Loans after the Obligations (as defined in this Agreement) expiry of such Interest Periods. No Eurocurrency Loans may be requested on and after the Closing Effective Date.. All terms, conditions and provisions set forth in the Prior Credit Agreement governing Eurocurrency Loans are hereby incorporated by reference herein until the above-described Interest Periods expire. Thereafter, such terms, conditions and provisions shall be of no force and effect. 105
Appears in 1 contract
Amendment and Restatement. On (a) This Agreement amends and restates the Closing Date, this Agreement shall amend and restate and supersede the Existing Original Term Loan Credit Agreement in its entirety. On the Closing DateThe Original Term Loan Credit Agreement, the rights as amended and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced restated by this Agreement Agreement, and each of the other Loan Documents as amended, restated, amended are and restated, supplemented or otherwise modified shall continue to be in full force and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreementeffect. Each Loan Party (a) acknowledges hereby expressly acknowledges, ratifies and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to confirms the terms of this Agreement and the other amendment and restatement of the Original Term Loan Credit Documents Agreement occurring on the Closing Date and (b) ratifiesreaffirms, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement Closing Date, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to the Transactions amendments and the transactions contemplated hereby on the Closing Date and (xii) continue outstanding its guarantee of the Obligations under this Agreement and shall not be deemed to be paidthe Guaranty, released, discharged or otherwise satisfied by the execution of this Agreementas applicable, and this Agreement shall not constitute a refinancing, substitution or novation its grant of such Obligations or any of Liens on the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include Collateral to secure the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, the Collateral Documents and all security interestsof the Collateral described therein do and shall continue to secure the payment of all of the respective Obligations of Holdings and the Borrower under the Loan Documents, pledgesin each case as the Original Term Loan Credit Agreement is amended and restated by this Agreement.
(b) The execution, assignments delivery and other Liens and Guarantees previously granted by effectiveness of this Agreement does not, except as expressly provided herein, operate as a waiver of any Loan Party pursuant to right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents executed and delivered in connection with nor constitute a waiver of any provision of any of the Existing Loan Documents. This Agreement shall not constitute a novation of the Original Term Loan Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, Inc.)
Amendment and Restatement. On The parties hereto agree that, on the Closing Date, this Agreement the following transactions shall amend and restate and supersede be deemed to occur automatically, without further action by any party 146 hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entiretyentirety pursuant to this Agreement; (b) the Existing Obligations shall continue in full force and effect, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations which shall in all respects be continuing and shall be deemed to be obligations outstanding hereunder; and (c) the guarantees made to the Lenders, the L/C Issuer, the Administrative Agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect and are hereby reaffirmed. On the Closing Date, (i) the rights and obligations Borrower shall prepay any loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Loans ratable with the Revolving Commitments as of the parties evidenced Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the Lender s▇▇▇▇▇ the Existing Credit Agreement shall be evidenced by this Agreement re-allocated and restated among the other Loan Documents Lenders so that, as amended, restated, amended and restated, supplemented or otherwise modified and in effect on of the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect the respective Revolving Commitments of the Existing Credit Agreement for periods prior to the Closing Date Lenders shall be calculated as set forth on Schedule 2.1 (it being understood and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the agreed that any outstanding loan that is a SOFR Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such shall continue as a SOFR Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on ) until the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality end of the foregoingcurrent interest period(s) applicable thereto, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with provisions of the Existing Credit Agreement applicable to such loans are hereby reaffirmedincorporated herein by reference, ratified, renewed and continuedmutatis mutandis, and all the parties hereto hereby agree that such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after provisions shall continue to apply to such loans until the Closing Date, shall remain in full force and effect as security for end of the Obligations (as defined in this Agreementcurrent interest period(s) on and after the Closing Date.applicable thereto). 147
Appears in 1 contract
Sources: Credit Agreement (Cantor Fitzgerald Income Trust, Inc.)
Amendment and Restatement. On The parties hereto agree that, on the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Restatement Date, the rights and obligations of the parties evidenced following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, deemed to be amended and restated, supplemented or otherwise modified and restated in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior its entirety pursuant to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party ; (ab) acknowledges and agrees that each Loan Document all Obligations (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant under the Existing Credit Agreement, unless terminated or discharged prior to or Agreement outstanding on the Closing Date, Restatement Date shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement all respects be continuing and shall not be deemed to be paid, released, discharged or otherwise satisfied Obligations outstanding hereunder; (c) the guaranty made by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents Guarantors (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed ) pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered Guaranty (as defined in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, Agreement) shall remain in full force and effect as security for with respect to the Obligations and is hereby reaffirmed, (as defined d) all revolving loans outstanding under the Existing Credit Agreement on the Restatement Date shall be deemed to be Revolving Loans made and outstanding on the Restatement Date under this Agreement and (e) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement) on . The parties hereto further acknowledge and after agree that this Agreement constitutes an amendment to the Closing Date.Existing Credit Agreement made under and in accordance with the terms of Section 11.01
Appears in 1 contract
Sources: Credit Agreement (CBIZ, Inc.)
Amendment and Restatement. On the Closing DateThis Note and [ADD REFERENCE TO OTHER LENDER NOTE] are given in substitution for, this Agreement shall and amend and restate in their entirety, and supersede the Existing Credit Agreement in its entirety. On the Closing Dateas so amended and restated supersede, that certain Revolving Note dated December 28, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, the rights and obligations “Original Note”) in the original principal amount of up to $15,000,000, which Original Note is being delivered to Borrower for cancellation. This Note is not in payment, novation, satisfaction or cancellation of any portion of the parties Original Note, or of the indebtedness evidenced and secured thereby, and such indebtedness is hereby ratified and confirmed by Borrower, as amended hereby. It is expressly understood and agreed that this Note and [OTHER LENDER NOTE] are given to amend and restate the terms of the Original Note, and that no part of the indebtedness evidenced by the Existing Original Note shall be discharged, cancelled or impaired by the execution and delivery of this Note [AND OTHER LENDER NOTE]. Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Platinum Energy Solutions, Inc. By: /s/J. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ CFO Printed Name Title Date Signed: ___________ __, 2012 Icon Agent, LLC ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Dear ______________: This Compliance Certificate is submitted pursuant to the requirements of Section 4.12 of that certain Amended and Restated Credit Agreement shall be evidenced (the “Credit Agreement”) dated __________ ____, 2012, by this Agreement and among Platinum Energy Solutions, Inc. (the other Loan Documents “Borrower”), Platinum Pressure Pumping, Inc. (the “Guarantor”), and ICON Agent, LLC, as amended, restated, amended and restated, supplemented or otherwise modified and in effect on Agent for the Closing DateLenders parties thereto (the “Agent”). All principal, interest, fees and expenses, if any, owing or accruing under or in respect Under the appropriate paragraphs of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” , we certify that, to the best of our knowledge and belief, no condition, event, or words act which, with or without notice or lapse of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in time or both, would constitute an Event of Default under the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor terms of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on has occurred during the Closing Date3 month period ending ______________________ [(the “Reporting Period”)]. Also, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms best of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms thatour knowledge, the Obligations that remain unpaid and outstanding as Borrower has complied with all provisions of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement). Sincerely, unless terminated or discharged on the Closing DatePLATINUM ENERGY SOLUTIONS, in each case as amendedINC. By: Printed Name Title Date Signed: __________________ __, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.2012
Appears in 1 contract
Amendment and Restatement. On This Agreement is an amendment and restatement of the Existing Credit Agreement, it being acknowledged and agreed that as of the Closing Date all obligations outstanding under or in connection with the Existing Credit Agreement and any of the other Loan Documents (such obligations, collectively, the “Existing Obligations”) constitute obligations under this Agreement. This Agreement is in no way intended to constitute a novation of the Existing Credit Agreement or the Existing Obligations. With respect to (i) any date or time period occurring and ending prior to the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in its entirety. On full force and effect; and (ii) any date or time period occurring or ending on or after the Closing Date, except as otherwise specifically provided herein, the rights and obligations of the parties evidenced hereto shall be governed by this Agreement (including, without limitation, the exhibits and schedules hereto) and the other Loan Documents. From and after the Closing Date, any reference to the Existing Credit Agreement in any of the other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and the provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such provisions and those of the Existing Credit Agreement. Without limiting the generality of Section 10.24, the parties agree that:
(a) all Existing Obligations outstanding as at the Closing Date shall, as of the Closing Date, be deemed to be obligations outstanding hereunder and subject to the terms of this Agreement, and
(b) each of the other Loan Documents (other than the Existing Credit Agreement and the Existing Security Agreement) is hereby ratified and confirmed in all respects and shall continue in full force and effect, unamended, except that (A) any references therein to the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under refer to this Agreement, and (yB) are secured only the security described in detail in the Amended and Restated Security Agreement and the guarantee given pursuant to the Collateral Documents (Amended and Restated Guarantee, each dated as defined in of even date herewith, shall continue to secure or guarantee, as applicable, the Existing Credit Agreement), unless terminated or discharged on obligations of the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed Loan Parties arising pursuant to the terms of or in connection with this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (including all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party such obligations arising initially pursuant to the Loan Documents executed and delivered or in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and the other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing DateLoan Documents).
Appears in 1 contract
Sources: Credit Agreement (Wet Seal Inc)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing DateThe Companies, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement Agent and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon Banks hereby agree that upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges terms and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor provisions of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, Original Agreement shall remain in full force be and effect on the Closing Date in accordance with its terms, in each case as amended, restated, hereby are amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to restated in their entirety by the terms and conditions of this Agreement and the other Credit Documents terms and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as provisions of the date Original Agreement, except as otherwise provided in the next paragraph, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of this the Original Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, the Companies shall continue to be liable to the Agent and the Original Banks which have not elected to continue as a party to this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any with respect to agreements on the part of the other rights, duties Companies under the Original Agreement to indemnify and obligations of hold harmless the parties hereunder, Agent and the terms “Obligations” Original Banks which have not elected to continue as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant a party to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant Original Banks which have not elected to the Loan Documents executed and delivered continue as a party to this Agreement may be subject arising in connection with the Existing Credit Original Agreement. This Agreement are hereby reaffirmed, ratified, renewed and continuedis given as a substitution of, and not as a payment of, the obligations of the Companies under the Original Agreement and is not intended to constitute a novation of the Original Agreement. Except as otherwise selected by the Companies by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Effective Date in accordance with the terms hereof, upon the Effective Date of this Agreement all such security interests, pledges, assignments amounts outstanding and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after owing by the Closing Companies under the Original Agreement as of the Effective Date, shall remain constitute Advances hereunder accruing interest at the Base Rate hereunder. The parties hereto agree that the Interest Periods for all Offshore Rate Loans outstanding under the Original Agreement on the Effective Date shall be terminated, the Banks shall grant a one-time waiver of any payments required under Section 5.5 to the Banks and the Companies shall furnish to the Agent Interest Rate Selection Notices for existing Loans and Borrowing Notices for additional Loans as may be required in full force and effect as security for connection with the Obligations (as defined allocation of Loans among Banks in this Agreement) on and after the Closing Dateaccordance with their Commitments.
Appears in 1 contract
Amendment and Restatement. On the Closing Date, this This Agreement shall amend amends and restate and supersede restates in its entirety the Existing Credit Agreement in its entiretyAgreement. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this This Agreement and the other Loan Documents govern the present relationship among the Loan Parties, Administrative Agent, the Lenders and the other Persons a signatory hereto. This Agreement, however, is in no way intended, nor shall it be construed, to affect, replace, impair or extinguish the creation, attachment, perfection or priority of the security interests in, and other Liens on, the Collateral, which security interests and other Liens each of the Loan Parties, by this Agreement, acknowledges, reaffirms and confirms to Administrative Agent and the Lenders. In addition, except as amendedotherwise provided herein, restatedall monetary obligations and liabilities and indebtedness of any Loan Party created or existing under, amended pursuant to, or as a result of, the Existing Credit Agreement (the “Existing Credit Agreement Obligations”) shall continue in existence within the definition of “Obligations” under this Agreement, which obligations, liabilities and restatedindebtedness the Loan Parties, supplemented by this Agreement, acknowledge, reaffirm, confirm and assume. The Loan Parties agree that any outstanding commitment to make advances or otherwise modified extend credit or credit support to any Loan Party and in effect each other obligation of any Person (other than a Loan Party) which is a party to the Existing Credit Agreement are hereby terminated. The Loan Parties represent and warrant that none of them have assigned or otherwise transferred any rights arising under the Existing Credit Agreement. In order to induce Administrative Agent and the Lenders to enter into this Agreement on the Closing Effective Date. All principal, interesteach Borrower hereby represents, fees warrants and expenses, if any, owing or accruing under or in respect covenants to Administrative Agent and the Lenders that it has determined that each Borrower will benefit specifically and materially from the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement on the Effective Date and that each Borrower requested and bargained for periods the structure and terms of and security for the Loans contemplated by this Agreement on the Effective Date. Amounts in respect of interest, fees and other amounts payable to or for the account of Administrative Agent, Swingline Lender, Issuing Bank and Lenders shall be calculated (i) in accordance with the provisions of the Existing Credit Agreement with respect to any period (or a portion of any period) ending prior to the Closing Effective Date (and such amounts shall be calculated and paid on payable to the Closing Date. Upon applicable Persons a party to the effectiveness of this Agreement, each reference Existing Credit Agreement in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in accordance with the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date (ii) in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms provisions of this Agreement and with respect to any period (or a portion of any period) commencing on or after the other Credit Documents and (b) ratifiesEffective Date. On the Effective Date, reaffirms and confirms each Lender shall settle with Administrative Agent so that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paidsuch settlement, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.Lender holds
Appears in 1 contract
Sources: Credit Agreement (Independence Contract Drilling, Inc.)
Amendment and Restatement. On Upon this Agreement becoming effective pursuant to subsection 4.1, from and after the Closing Date, this : (i) the terms and conditions of the Existing Term Loan Agreement shall amend be amended as set forth herein and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and restate obligations among the Company, the Banks and supersede the Existing Credit Agreement in its entirety. On Administrative Agent accruing from and after the Closing Date, the rights and ; (ii) all indemnification obligations of the parties evidenced by Company under the Existing Credit Term Loan Agreement and any other “Loan Document” as defined therein shall be evidenced by survive the execution and delivery of this Agreement and shall continue in full force and effect for the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect benefit of the “Banks” or the “Administrative Agent” (as such terms are defined in the Existing Credit Agreement for periods Term Loan Agreement) at any time prior to the Closing Date shall be calculated and paid on Date; (iii) the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit AgreementObligations” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as such term is defined in the Existing Credit Term Loan Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant incurred under the Existing Credit AgreementTerm Loan Agreement shall, unless terminated or discharged prior to or the extent outstanding on the Closing Date and not repaid on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant continue to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (iv) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the terms “ObligationsBanks” or the “Administrative Agent” (as such term terms are defined in the Existing Term Loan Agreement) under the Existing Term Loan Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Term Loan Agreement, except to the extent that any such covenant, agreement or obligation is used no longer set forth herein or is modified hereby; and (v) any and all references in the Loan Documents shall include to the Obligations Existing Term Loan Agreement shall, without further action of the parties, be deemed a reference to the Existing Term Loan Agreement, as amended and restated under by this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as this Agreement shall be further amended, restated, amended and restatedmodified, supplemented or otherwise modified and/or reaffirmed pursuant amended and restated from time to time hereafter in accordance with the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 1 contract
Amendment and Restatement. On The Borrower, the Closing DateBanks and the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations by each of the parties evidenced hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement and each Departing Bank shall cease to be a party to the Existing Credit Agreement as evidenced by its execution and delivery of its Departing Bank Signature Page. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “Loans” made and “Obligations” incurred under (and defined in) the Existing Credit Agreement which are outstanding on the Effective Date shall constitute Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing DateCredit Documents. All principal, interest, fees and expenses, if any, owing or accruing under or in respect The commitment of each Bank that is a party to the Existing Credit Agreement for periods prior to shall, on the Closing Date date hereof, automatically be deemed amended and the only commitments shall be calculated and paid on those hereunder. Without limiting the Closing Date. Upon foregoing, upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party hereof: (a) acknowledges and agrees that each Loan Document all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to this Agreement and the Credit Documents, (b) all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant obligations constituting “Obligations” under the Existing Credit Agreement, unless terminated Agreement with any Bank or discharged prior to or any Affiliate of any Bank which are outstanding on the Closing Date, date hereof shall remain in full force and effect on the Closing Date in accordance with its terms, in each case continue as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of Obligations under this Agreement and the other Credit Documents Documents, and (bc) ratifiesthe Administrative Agent shall make such reallocations, reaffirms sales, assignments or other relevant actions in respect of each Bank’s credit and confirms thatloan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, the Obligations that remain unpaid Letters of Credit, interest and outstanding as of fees due and payable to a Bank hereunder reflect such Bank’s Commitments on the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunderhereof, and the terms “Obligations” as Borrower hereby agrees to compensate each Bank and each Departing Bank for any and all losses, costs and expenses incurred by such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated Bank or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered Departing Bank in connection with the sale and assignment of any Eurodollar Loan on the terms and in the manner set forth in Section 2.11 hereof and (d) the existing “Loans” under the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in of each case, unless expressly terminated, superseded or discharged on and after the Closing Date, Departing Bank shall remain be repaid in full force (accompanied by any accrued and effect as security for unpaid interest and fees thereon), each Departing Bank’s “Commitment” under the Obligations (as defined in this Agreement) on Existing Credit Agreement shall be terminated and after the Closing Dateeach Departing Bank shall not be a Bank hereunder.
Appears in 1 contract
Amendment and Restatement. On the Closing Date, this This Agreement shall amend become effective on the Effective Date and restate shall supersede all provisions of the Original Credit Agreement as of such date. From and supersede after the Existing Effective Date all references made to the Original Credit Agreement in its entiretyany Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. On The Borrower and the Closing DateGuarantors heretofore executed and delivered to the Administrative Agent the Pledge Agreement, the Security Agreement, the Mortgages and certain other Collateral Documents. The Borrower and the Guarantors hereby acknowledge and agree that the Liens created and provided for by the Collateral Documents continue to secure, among other things, the Obligations arising under this Agreement; and the Collateral Documents and the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor remedies of the Administrative Agent or thereunder, the Collateral Agentobligations of the Borrower and the Guarantors thereunder, as applicable, pursuant and the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall Liens created and provided for thereunder remain in full force and effect on and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the Closing Date in accordance with its terms, in each case priority of the liens and security interests created and provided for by the Collateral Documents as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of indebtedness which would be secured thereby prior to giving effect to this Agreement. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the "Credit Agreement" and "Notes" referred to in the Pledge Agreement, Security Agreement, Mortgages and any other Collateral Documents shall from and after the date hereof be deemed a reference to this Agreement and the other Credit Documents Notes issued hereunder. This Agreement is entered into between us for the uses and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding purposes hereinabove set forth as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Datefirst above written.
Appears in 1 contract
Amendment and Restatement. On The parties hereto agree that, on the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Restatement Date, the rights and obligations of the parties evidenced following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, deemed to be amended and restated, supplemented or otherwise modified and restated in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior its entirety pursuant to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party ; (ab) acknowledges and agrees that each Loan Document all Obligations (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant under the Existing Credit Agreement, unless terminated or discharged prior to or Agreement outstanding on the Closing Date, Restatement Date shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement all respects be continuing and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this AgreementObligations outstanding hereunder, and this Agreement shall not constitute be deemed to evidence or result in a refinancing, substitution novation or novation repayment and re-borrowing of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on ; (c) the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant guaranties made to the terms of this Agreement and the other Loan Documents. Without limiting the generality holders of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered Obligations (as defined in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, Agreement) shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; (d) the Collateral Documents and the Liens created thereunder in favor of Bank of America, as security administrative agent for the benefit of the holders of the Obligations (as defined in the Existing Credit Agreement) shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; (e) all term loans outstanding under the Existing Credit Agreement on the Restatement Date, after giving effect to any prepayment on the Restatement Date pursuant to Section 12.1.3, shall be deemed to be part of the Term Loan made and outstanding on the Restatement Date under this Agreement and (f) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement) on . The parties hereto further acknowledge and after agree that this Agreement constitutes an amendment to the Closing DateExisting Credit Agreement made under and in accordance with the terms of Section 15.1 of the Existing Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement (SP Plus Corp)