Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”). (b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A. (c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 4 contracts
Sources: Credit Agreement (PG&E Corp), Credit Agreement (PG&E Corp), Credit Agreement (PACIFIC GAS & ELECTRIC Co)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit This Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the lenders or the administrative agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. The parties hereto agree that, including anything on the Restatement Date, the following shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Section 10.19Agreement; (b) the Collateral Documents and the Liens created thereunder in favor of Bank of America, N.A., as administrative agent and in any other Loan Document Bank of America, National Association, acting through its Canada branch, as Canadian administrative agent, for the benefit of the holders of the Obligations (as defined in the Existing Credit Agreement Agreement) shall remain in full force and referred effect with respect to herein, individually or collectively, the Obligations (as the “Existing Loan Documents”), defined in this Agreement) and are hereby reaffirmed; (ic) all Loan Obligations under the Existing Credit Agreement outstanding on the Restatement Date shall in all respects be continuing and be deemed to Obligations outstanding hereunder; and (d) all references in the other Loan Documents to the Existing Credit 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 Credit Agreement made in accordance with Section 11.01 of the indebtednessExisting Credit Agreement. All loans and other obligations, liabilities including liens and obligations owing by security interests, of the Borrower Loan Parties outstanding as of the Restatement Date under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities be deemed to be loans and obligations owing by any Person under each Existing Loan Document shall continue outstanding under the corresponding amended and restated Loan Document and (iii) each facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of this Agreement and funds as are necessary in order that the outstanding balance of such loans, together with any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution ofextensions of credit made on the Restatement Date, and not as a payment of, reflect the indebtedness, liabilities and obligations Commitments of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit Lenders hereunder.
Appears in 3 contracts
Sources: Credit Agreement (Pra Group Inc), Credit Agreement (Pra Group Inc), Credit Agreement (Pra Group Inc)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under This Agreement amends and restates in its entirety the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with and after the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreementdate hereof, the terms and provisions of the Existing Credit Agreement shall be and are hereby amended and restated in their entirety superseded by the terms, conditions terms and provisions of this Agreement. Borrower hereby agrees that (i) the Existing Indebtedness, all accrued and unpaid interest thereon, and all accrued and unpaid fees under the Existing Credit Documents shall be deemed to be Indebtedness of Borrower outstanding under and governed by this Agreement and (ii) all Liens securing the Existing Indebtedness shall continue in full force and effect to secure the Secured Obligations. IN WI’INESS WHEREOF, this Agreement is executed as of the date first written above. SUNDANCE ENERGY, INC., Borrower By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ President and Chief Executive Officer ▇▇▇▇▇ FARGO BANK, N.A., Administrative Agent, LC Issuer, Swing Line Lender, and a Lender By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Director Denver, Colorado [Date] FOR VALUE RECEIVED, the undersigned, SUNDANCE ENERGY, INC., a Colorado corporation (“Borrower”), hereby promises to pay to (“Lender”), the principal sum equal to such Lender’s Commitment under the Credit Agreement (as hereinafter defined), or, if greater or less, the aggregate unpaid principal amount of the Loans made by Lender to Borrower pursuant to the terms of the Credit Agreement (as hereinafter defined), together with interest on the unpaid principal balance thereof as set forth in the Credit Agreement, both principal and interest payable as herein provided in lawful money of the United States of America at the offices of Administrative Agent under the Credit Agreement, or at such other place as from time to time may be designated by the holder of this Note. This Note (a) is issued and delivered under that certain Credit Agreement dated as of December 28, 2012 among Borrower, ▇▇▇▇▇ Fargo Bank, N.A., as Administrative Agent, and the lenders (including Lender) referred to therein (as from time to time supplemented, amended or restated, the “Credit Agreement”), and is a “Note” as defined therein, (b) is subject to the terms and provisions of the Existing Credit Agreement, except which contains provisions for payments and prepayments hereunder and acceleration of the maturity hereof upon the happening of certain stated events, and (c) is secured by and entitled to the benefits of certain Security Documents (as otherwise expressly identified and defined in the Credit Agreement). Payments on this Note shall be made and applied as provided hereinin the Credit Agreement. Reference is hereby made to the Credit Agreement for a description of certain rights, limitations of rights, obligations and duties of the parties hereto and for the meanings assigned to terms used and not defined herein and to the Security Documents for a description of the nature and extent of the security thereby provided and the rights of the parties thereto. The indebtedness evidenced by this Note is given in partial renewal extension and restatement of (but not in extinguishment or novation of) the Existing Indebtedness, as defined and described in the Credit Agreement. The principal amount of this Note, together with all interest accrued hereon, shall be superseded due and payable in full on the Maturity Date. Notwithstanding the foregoing paragraph and all other provisions of this Note, in no event shall the interest payable hereon, whether before or after maturity, exceed the maximum interest that, under applicable Law, may be contracted for, charged, or received on this Note, and this Note is expressly made subject to the provisions of the Credit Agreement that more fully set out the limitations on how interest accrues hereon. If this Note is placed in the hands of an attorney for collection after default, or if all or any part of the indebtedness represented hereby is proved, established or collected in any court or in any bankruptcy, receivership, debtor relief, probate or other court proceedings, Borrower and all endorsers, sureties and guarantors of this Note jointly and severally agree to pay reasonable attorneys’ fees and collection costs to the holder hereof in addition to the principal and interest payable hereunder. Borrower and all endorsers, sureties and guarantors of this Note hereby severally waive demand, presentment, notice of demand and of dishonor and nonpayment of this Note, protest, notice of protest, notice of intention to accelerate the maturity of this Note, declaration or notice of acceleration of the maturity of this Note, diligence in collecting, the bringing of any suit against any party and any notice of or defense on account of any extensions, renewals, partial payments or changes in any manner of or in this Note or in any of its terms, provisions and covenants, or any releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any holder hereof, whether before or after maturity. This Note and the rights and duties of the parties hereto shall be governed by the Laws of the State of Colorado (without regard to principles of conflicts of law), except to the extent the same are governed by applicable federal Law. SUNDANCE ENERGY, INC. By: Name: Title: Reference is made to that certain Credit Agreement dated as of December 28, 2012 (as amended or supplemented, the “Agreement”), by and among SUNDANCE ENERGY, INC. (“Borrower”), ▇▇▇▇▇ Fargo Bank, N.A., as Administrative Agent, and certain financial institutions (“Lenders”). Terms that are defined in the Agreement are used herein with the meanings given them in the Agreement. Borrower hereby requests a Borrowing of new Revolving Loans to be advanced pursuant to Section 2.1 of the Agreement as follows: Aggregate amount of Borrowing: $ Type of Revolving Loans in Borrowing: Date on which Revolving Loans are to be advanced: Length of Interest Period for Eurodollar Loans: If combined with existing Eurodollar Loans see attached Continuation/Conversion Notice. To induce Lenders to make such Revolving Loans, Borrower hereby represents, warrants, acknowledges, and agrees to and with Administrative Agent and each Lender that:
(a) The officer of Borrower signing this Agreementinstrument is the duly elected, qualified and acting officer of Borrower as indicated below such officer’s signature hereto having all necessary authority to act for Borrower in making the request herein contained.
(b) The representations and warranties of the Restricted Persons set forth in the Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), with the same effect as though such representations and warranties had been made on and as of the date hereof, except for any such representation or warranty that expressly applies to a specified earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.
(c) No Default exists as of the date hereof; nor will any Default result from the proposed Revolving Loan or from the application of the proceeds thereof.
(d) Notwithstanding anything Except to the extent waived in this amendment and restatement writing as provided in Section 10.l(a) of the Existing Credit Agreement, including anything Borrower has performed and complied with all agreements and conditions in this Section 10.19the Agreement required to be performed or complied with by Borrower on or ·prior to the date hereof, and each of the conditions precedent to Revolving Loans contained in the Agreement remains satisfied.
(e) The Facility Usage, after the making of the Revolving Loans requested hereby, will not be in excess of the lesser of the Borrowing Base or the Aggregate Commitment on the date requested for the making of such Revolving Loans.
(f) The Loan Documents have not been modified, amended or supplemented by any unwritten representations or promises, by any course of dealing, or by any other means not provided for in Section 10.l(a) of the Agreement. The Agreement and the other Loan Document Documents are hereby ratified, approved, and confirmed in all respects. The officer of Borrower signing this instrument hereby certifies (as defined an officer of Borrower and not in his or her individual capacity) that, to the Existing Credit Agreement and referred to hereinbest of his knowledge after due inquiry, individually or collectivelythe above representations, as the “Existing Loan Documents”)warranties, (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution ofacknowledgments, and not as a payment ofagreements of Borrower are true, the indebtedness, liabilities correct and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereundercomplete.
Appears in 3 contracts
Sources: Credit Agreement (Sundance Energy Australia LTD), Credit Agreement (Sundance Energy Australia LTD), Credit Agreement (Sundance Energy Australia LTD)
Amendment and Restatement. The parties hereto agree that on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made amended and restated in such amounts by and between Lenders and from each Lender to each other Lender, with its entirety in the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and form of this Agreement;
(iib) the Loans shall serve to extend, renew and Letters of Credit outstanding under continue, but not to extinguish or novate, the Existing Credit Agreement on Loans and the Effective Date shall continue hereunder as if such Loans corresponding promissory notes and to amend, restate and supersede, but not to extinguish or Letters of Credit were originally made hereunder. Notwithstanding anything cause to be novated the contrary in Section 10.6 of Existing Obligations under, the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.;
(c) The Borrowerthe Borrower hereby agrees that, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in Loans outstanding under the Existing Credit Agreement and referred all accrued and unpaid interest thereon shall be deemed to hereinbe outstanding under and payable by this Agreement;
(d) all Existing Obligations (including any Existing Obligations that have accrued, individually or collectivelybut are not payable, as the “Existing Loan Documents”), (i) all of the indebtednessClosing Date) shall, liabilities to the extent not paid on the Closing Date, be deemed to be Obligations outstanding (and obligations owing by in the Borrower case of any accrued Existing Obligations that have accrued, but are not payable, as of the Closing Date, such accrued Existing Obligations shall be paid on the date or dates that such Existing Obligations were due under the Existing Credit Agreement);
(e) the Liens in favor of Administrative Agent securing payment of the Existing Obligations shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed in accordance with the Security Documents; and
(f) the parties acknowledge and agree that this Agreement shall continue and the other Loan Documents do not constitute a novation, payment and reborrowing or termination of the Existing Obligations and that all such Existing Obligations are in all respects continued and outstanding as Obligations hereunder, (ii) all of under this Agreement with only the indebtedness, liabilities terms being modified from and obligations owing by any Person under each Existing Loan Document shall continue under after the corresponding amended and restated Loan Document and (iii) each effective date of this Agreement and any other Existing Loan Document that is amended and restated as provided in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunderDocuments.
Appears in 3 contracts
Sources: Credit Agreement (Evolve Transition Infrastructure LP), Credit Agreement (Sanchez Production Partners LP), Credit Agreement
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Datedate hereof, the parties hereto hereby agree that (i) the Original Revolving Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01 and the portion of Revolving Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Revolving Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Lenders and from each Revolving Lender to each other Revolving Lender, with the same force and effect as if such assignments were evidenced by assignment agreements applicable Assignment and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement Agreement, and (ii) the Domestic Term Loan Commitments shall be zero and the portion of Domestic Term Loans and Letters of (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on shall be reallocated in accordance with each Domestic Term Loan Lender’s Applicable Percentage set forth in Schedule 2.01 and the Effective Date requisite assignments shall continue hereunder be deemed to be made in such amounts by and between the Domestic Term Loan Lenders and from each Domestic Term Loan Lender to each other Domestic Term Loan Lender, with the same force and effect as if such Loans or Letters of assignments were evidenced by applicable Assignment and Assumptions (as defined in the Existing Credit were originally made hereunderAgreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreementAssignment and Assumption, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Effective Closing Date, the Revolving Lenders and the Domestic Term Loan Lenders, respectively, shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements, settlements each Revolving Lender’s pro rata basis in Applicable Revolving Percentage and each Domestic Term Loan Lender’s Pro Rata Share of the unpaid balance of Domestic Term Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The BorrowerBorrowers, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) . Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.01, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), ) (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each the Existing Credit Agreement and other Existing Loan Document Documents outstanding as of the Closing Date shall continue under the corresponding amended and restated Loan Document as Obligations hereunder, and (iiiii) each neither the execution and delivery of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given (as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents defined herein) nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderthereunder outstanding as of the Closing Date. From Notwithstanding the foregoing, each Lender holding a Note issued under the Existing Credit Agreement (the “Existing Notes”) hereby agrees that it is accepting a Note or Notes hereunder in substitution of its Existing Note(s) and after such Existing Note(s) shall be destroyed and the Effective terms thereof shall be null and void. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrowers shall pay all accrued interest with respect to such Loans, and the Borrowers shall furnish to the Administrative Agent Loan Notices selecting the interest rates for existing Loans and outstanding Letters Loans. The Existing Lenders agree that the transactions contemplated under this Section 1.01 shall not give rise to any obligation of any Borrower to make any payment under Section 3.04 or 3.05 of the Existing Credit shall continue as Loans and Letters of Credit hereunderAgreement.
Appears in 3 contracts
Sources: Credit Agreement (World Fuel Services Corp), Credit Agreement (World Fuel Services Corp), Credit Agreement (World Fuel Services Corp)
Amendment and Restatement. (a) As On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.10(e) and the other Credit Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the Effective Date “Secured Obligations” (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under defined in the Existing Credit Agreement, hold the Commitments ) under the Existing Credit Agreement as set forth in Schedule 1.1A immediately effect prior to the Effective Date and (b) such “Secured 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, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, the Collateral Agent, any Lender or their respective successors arising out of the representations and warranties of the Borrower made (including representations and warranties or deemed made in connection with the making of Loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(c) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the “Original Commitments”)representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(bd) Simultaneously with The Existing Lenders constituting “Required Lenders” under the effectiveness of this Existing Credit Agreement on the Effective Date, the parties hereby agree that waive (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated requirement pursuant to Section 2.09(c) of the Lenders on a pro rata basis in accordance with their Commitments and Existing Credit Agreement that the requisite assignments shall be deemed Borrower deliver prior notice of its election to be made in such amounts by and between Lenders and from each Lender to each other Lender, with terminate the same force and effect as if such assignments were evidenced by assignment agreements “Commitments” under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything requirement pursuant to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve2.11(b) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby amended and restated in their entirety by that the terms, conditions and provisions Borrower deliver prior notice of this Agreement, and the terms and provisions of its election to prepay all outstanding “Loans” under the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Vera Bradley, Inc.), Credit Agreement (Vera Bradley, Inc.)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit This Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this constitutes an amendment and restatement of the Existing Credit Agreement, including anything in effective from and after the Restatement Closing Date. The execution and delivery of this Section 10.19Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Closing Date, and in any other Loan Document (as defined the credit facilities described in the Existing Credit Agreement shall be amended and referred to restated in their entirety by the credit facilities described herein, individually or collectively, as .
(b) On the “Existing Loan Documents”)Restatement Closing Date, (i) all advances and commitments of the indebtedness, liabilities and obligations owing by the Borrower any Person that is a “Lender” under the Existing Credit Agreement which is not a Lender hereunder (each, an “Exiting Lender”) shall be deemed to have been assigned to the Lenders hereunder (including via any fronting arrangement with any of the Arrangers), and any Person that is a “Lender” under the Existing Credit Agreement which is a Lender hereunder (including via any fronting arrangement with any of the Arrangers) shall be deemed to continue their outstanding advances and commitments under the Existing Credit Agreement as Obligations hereunderadvances and commitments hereunder in their respective Facility, (ii) the Administrative Agent shall make such transfers of funds (all such transfers are deemed in compliance with the Loan Documents and shall supersede any provisions in Section 2.05, 2.13, 10.01 or 10.06 to the contrary) as are necessary in order that the outstanding balance of the indebtednessRevolving Credit Loans and the Term Loans, liabilities as applicable, are in accordance with the Pro Rata Share of the Revolving Credit Commitments and obligations owing by any Person under Term Commitments, as applicable, of each Existing Loan Document shall continue under of the corresponding amended and restated Loan Document Lenders hereunder and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated there shall have been paid in connection with this Agreement is given as a substitution of, and not as a payment of, cash in full all principal owed to the indebtedness, liabilities and obligations of the Borrower Exiting Lenders under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement, and all accrued but unpaid interest, fees and other amounts owing to the Administrative Agent and any lender under the Existing Credit Agreement.
(c) Each Loan Party (i) agrees that the transactions contemplated by this Agreement shall not limit or diminish the obligations of such Person under, or release such Person from any obligations under, any Guaranty, the Security Agreement or of any other Collateral Document to which it is a party, (ii) confirms and reaffirms its obligations under the Guaranty, the Security Agreement and each other Collateral Document to which it is a party and (iii) agrees that the Guaranty, the Security Agreement and each other Collateral Document to which it is a party remain in full force and effect and are hereby ratified and confirmed. In furtherance of the other Existing reaffirmations set forth in this Section 10.24(c), each Loan Documents or any obligations thereunder. From and after Party hereby grants to the Effective DateAdministrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all existing Loans Collateral and outstanding Letters of Credit shall continue all proceeds thereof as Loans security for the Obligations, in each case subject to any applicable terms and Letters of Credit hereunderconditions set forth in the Guaranty, the Security Agreement and each other Collateral Document to which it is a party.
Appears in 2 contracts
Sources: Credit Agreement (Vista Outdoor Inc.), Credit Agreement (Vista Outdoor Inc.)
Amendment and Restatement. (a) As This Agreement shall not extinguish the Loans or any other Obligations outstanding, if any, under the Existing Credit Agreement. Nothing herein contained shall be construed as a substitution or novation of the Effective Date (immediately prior to the effectiveness of this Agreement)Loans or any other Obligations outstanding, certain Lendersif any, as lenders under the Existing Credit Agreement, hold which shall remain outstanding after the Commitments under Effective Date as modified hereby. Notwithstanding any provision of this Agreement, the provisions of Sections 3.01, 3.04, 3.05 and 10.04 of the Existing Credit Agreement as set forth in Schedule 1.1A effect immediately prior to the Existing Credit Agreement (Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the “Original Commitments”)Effective Date.
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, to the extent that there are Committed Loans and L/C Obligations then outstanding, each of the Lenders shall make full cash settlement with the Administrative Agent (is deemed to have purchased or sold assignments of Committed Loans, or participations in L/C Obligations, as the Administrative Agent may direct or approve) with respect to all assignmentsapplicable, reallocations and other changes in Commitmentseach case at par, such that after giving effect to such settlements, thereto each Lender’s pro rata basis in Revolving Credit Exposure corresponds to its Applicable Percentage of the unpaid balance Outstanding Amount as of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.the Effective Date.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower Company thereunder and under such Existing the other Loan DocumentDocuments, are hereby ratified and confirmed and shall remain in full force and effect according to their terms (as amended hereby). The Company acknowledges and confirms that as of the date hereof the Company’s obligation to repay the outstanding principal amount of the Loans, if any, and neither reimburse each L/C Issuer for any drawing on a Letter of Credit outstanding on the execution date hereof, if any, is unconditional and delivery of such documents nor the consummation of not subject to any other transaction contemplated hereunder isoffsets, defenses or is intended to constitutecounterclaims. Each party hereto acknowledges and confirms that by entering into this Agreement, a novation each party does not waive or release any term or condition of the Existing Credit Agreement or of any of the other Existing Loan Documents or any of their rights or remedies under such Loan Documents or applicable Law or any of the obligations of such party thereunder. From , except as expressly set forth herein.
(d) On and after the Effective Date, all existing Loans each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement, and outstanding Letters each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall continue mean and be a reference to the Existing Credit Agreement as Loans and Letters of Credit hereundermodified by this Agreement.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Conagra Brands Inc.), Revolving Credit Agreement (Conagra Brands Inc.)
Amendment and Restatement. (a) As of This Agreement shall become effective on the Restatement Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to supersede all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be as of such date. From and are hereby amended and restated in their entirety by after the termsRestatement Effective Date, conditions and provisions (a)(i) the Commitments of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in those Lenders under the Existing Credit Agreement and referred to herein, individually or collectively, that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be amended, if applicable, pursuant to Section 2.01 and (ii) the Commitments of those Lenders under the Existing Loan DocumentsCredit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”)) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not Lenders under the Existing Credit Agreement immediately prior to the Restatement Effective Date (ithe “New Lenders”) in accordance with Section 2.01; (b) all outstanding Loans of the indebtedness, liabilities Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and obligations owing by all fees accrued under the Borrower Existing Credit Agreement through the Restatement Effective Date) on the Restatement Effective Date; and (c) all outstanding Loans of the Continuing Lenders and all interests in outstanding Letters of Credit under the Existing Credit Agreement shall continue remain outstanding as the initial Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans and L/C Obligations hereunder, (ii) all outstanding on the Restatement Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant proportionate share of outstanding Revolving Credit Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Loan Commitments as in effect after giving effect hereto and its proportionate share of the indebtednessTerm Loans based on their Term Loan Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, liabilities if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Line Loans and obligations owing by Letters of Credit) to be made in accordance with the respective Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Existing Credit Agreement in any Person under each Existing Loan Document shall continue under or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement amends and restates the corresponding amended and restated Loan Document and (iii) each of this Existing Credit Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given not intended to be or operate as a substitution of, novation or an accord and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation satisfaction of the Existing Credit Agreement or of any the indebtedness, obligations and liabilities of the other Existing Loan Documents Borrower or any obligations Guarantor evidenced or provided for thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 2 contracts
Sources: Credit Agreement (SWIFT TRANSPORTATION Co), Credit Agreement (SWIFT TRANSPORTATION Co)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement)The Credit Parties, certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement Term Loan Facility shall be and hereby are hereby amended and restated in their entirety by the terms, terms and conditions and provisions of this Agreement, Agreement and the terms and provisions of the Existing Credit AgreementTerm Loan Facility, except as otherwise expressly provided hereinin this Agreement (including, without limitation, clause (b) of this Section 13.23), shall be superseded by this Agreement. Upon the effectiveness of this Agreement, each Credit Document that was in effect immediately prior to the date of this Agreement shall continue to be effective on its terms unless otherwise expressly stated herein.
(db) Notwithstanding anything in this the amendment and restatement of the Existing Credit Term Loan Facility by this Agreement, including anything the Credit Parties shall continue to be liable (i) to each Indemnified Person with respect to agreements on their part under the Existing Term Loan Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in this Section 10.19, connection with the Existing Term Loan Facility and in any other Loan Document (ii) for the Obligations (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Term Loan Documents”), (iFacility) all of the indebtedness, liabilities Borrower and obligations owing by the Borrower other Credit Parties under the Existing Term Loan Facility and the other Credit Agreement shall continue Documents (as Obligations hereunder, (iidefined in the Existing Term Loan Facility) all that remain unpaid and outstanding as of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each date of this Agreement and any such Obligations shall continue to exist under and be evidenced by this Agreement and the other Existing Loan Document that is amended and restated in connection with this Credit Documents. This Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower Credit Parties under such the Existing Term Loan Document, Facility and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is not intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Term Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunderFacility.
Appears in 2 contracts
Sources: Credit Agreement (Academy Sports & Outdoors, Inc.), Credit Agreement (Academy Sports & Outdoors, Inc.)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under This Agreement amends and restates in its entirety the Existing Credit Agreement effective as set forth in Schedule 1.1A of the Closing Date. This Agreement is not intended by the parties to, and shall not constitute, a payment, discharge, satisfaction or novation of any obligation of the Borrower to the Existing Credit Agreement (Lenders, including the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans whole or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 any item or part of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document Borrower Obligations (as defined in the Existing Credit Agreement) remaining outstanding and owing to any of the Lenders until paid in full in accordance with the provisions of this Agreement. The Borrower hereby confirms to and agrees with the Agent that the Borrower Obligations (as defined in the Existing Credit Agreement) shall continue in full force and effect in accordance with their respective terms (amended and restated, as applicable, by this Agreement).
(b) With effect from the Closing Date, each Loan of each type outstanding under the Credit Facility (as each such term is defined in the Existing Credit Agreement) immediately before the Closing Date shall continue as a Loan of the same type outstanding under the Credit Facility under this Agreement.
(c) Each party to this Agreement acknowledges and agrees that notwithstanding anything in this Agreement to the contrary:
(i) the LIBOR Loans (as defined in the Existing Credit Agreement) outstanding as of the Closing Date (including, without limitation, such LIBOR Loans (as defined in the Existing Credit Agreement) as set forth in Schedule P hereto and referred to herein, individually or collectively, herein collectively as the “Existing Loan DocumentsOutstanding LIBOR Loans”), ):
(iA) all constitute part of the indebtedness, liabilities and obligations owing by Borrower Obligations of the Borrower under this Agreement;
(B) shall, unless the Existing Credit Agreement Borrower has specified to the contrary pursuant to a Conversion Notice delivered to the Agent in advance of the expiry of the applicable Outstanding LIBOR Loan, automatically convert to a Base Rate Canada Loan without any further notice, action or consent from the Borrower (the applicable date of conversion of such applicable Outstanding LIBOR Loan referred to herein as the “Deemed Conversion Date”); and
(C) should an Event of Default occur prior to the applicable expiry date of the applicable Outstanding LIBOR Loan, without limiting anything else contained herein, the Borrower shall continue immediately pay to the Agent, for and on behalf of the Lenders, an amount equal to the aggregate amount of such applicable Outstanding LIBOR Loan as determined by the Agent, which such amount shall be held by the Agent for and on behalf of the Lenders in satisfaction of the Borrower Obligations hereunder, to the Lenders in respect of such applicable Outstanding LIBOR Loan.
(ii) all of the indebtedness, liabilities relevant defined terms (or any applicable portions thereof) and obligations owing by all relevant provisions (or any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iiiapplicable portions thereof) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of applicable to and governing the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Outstanding LIBOR Loans and outstanding Letters of Credit shall continue as to apply to and govern the Outstanding LIBOR Loans and Letters of Credit hereunderunder this Agreement, mutatis mutandis, until each Outstanding LIBOR Loan is converted to a Term Benchmark Loan in accordance with Section 1.16(c)(i)(B) on the Deemed Conversion Date.
Appears in 2 contracts
Sources: Second Amending Agreement (Fortis Inc.), Credit Agreement (Fortis Inc.)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that Commitments of certain “Lenders” under (iand as defined in) the Original Commitments shall continue as Commitments hereunder and Credit Agreement shall be reallocated to terminated by the Lenders on Company (such Lenders, the “Departing Lenders”), and JPMorgan Chase and ▇▇▇▇▇ Fargo Bank shall each resign as a pro rata basis in accordance with their Commitments Swing Line Lender. The remaining “Lenders” under (and as defined in) the requisite assignments Original Credit Agreement shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, under this Agreement with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower2.01 hereto, and Bank of America shall be the Administrative Agent, only Lender acting as the Issuing Lenders Swing Line Lender under this Agreement. By its execution and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness delivery of this Agreement, each Lender that was a “Lender” under (and as defined in) the terms Original Credit Agreement hereby consents to the execution and provisions delivery of this Agreement and to the non-pro rata reduction of Revolving Credit Commitments (under and as defined in the Original Credit Agreement) occurring on the Closing Date as a result of the termination of the Revolving Credit Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Closing Date, effective immediately following such termination and repayment and the repayment in full of the Existing Term Loans and any Existing Swing Line Loans, the Original Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Original Credit Agreement as in effect prior to the Closing Date (except with respect to the Existing Term Loans and the Departing Lenders, except that the provisions of the Original Credit Agreement that by their express terms survive the termination of the Original Credit Agreement shall continue for the Departing Lenders) and (b) such obligations are hereby in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in their entirety by the terms, conditions and provisions of this Agreement, and . Without limiting the terms and provisions generality of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), foregoing (i) all of the indebtedness, liabilities Revolving Credit Loans and obligations owing by the Borrower Competitive Loans outstanding under the Existing Original Credit Agreement shall continue on the Closing Date become Revolving Credit Loans and Competitive Loans, as Obligations the case may be, hereunder, (ii) all Existing Letters of Credit shall on the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document Closing Date become Letters of Credit hereunder and (iii) each of all other Obligations outstanding under the Original Credit Agreement shall on the Closing Date be Obligations under this Agreement. To the extent the Original Credit Agreement and any other Existing Loan Document provides that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, certain terms survive the indebtedness, liabilities and obligations termination of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Original Credit Agreement or survive the payment in full of any principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Original Credit shall continue as Loans and Letters of Credit hereunderAgreement.
Appears in 2 contracts
Sources: Credit Agreement (W. P. Carey Inc.), Credit Agreement (W. P. Carey Inc.)
Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) As the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders obligations under the Existing Credit Agreement, hold shall remain in full force and effect with respect to the Commitments Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement as set forth Agreement, created under the collateral documents entered into in Schedule 1.1A to connection with the Existing Credit Agreement (shall remain in full force and effect with respect to the “Original Commitments”).
(b) Simultaneously with Secured Obligations and are hereby reaffirmed. On the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments Borrower shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit prepay any revolving loans outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executedClosing Date, and no fees payable to (ii) the Administrative Agent, in connection with revolving credit extensions and revolving commitments made by the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of lenders under the Existing Credit Agreement shall be and are hereby amended re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in their entirety by effect on the terms, conditions Closing Date. The parties hereto further acknowledge and provisions of agree that this Agreement, Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms and provisions of Section 10.02 of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this . This Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunderAgreement.
Appears in 2 contracts
Sources: Credit Agreement (CSG Systems International Inc), Credit Agreement (CSG Systems International Inc)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement)THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT REPLACES THE EXISTING CREDIT AGREEMENT. THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT IS NOT INTENDED TO CONSTITUTE, certain LendersAND DOES NOT CONSTITUTE, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”)A NOVATION OR SATISFACTION OF THE OBLIGATIONS REPRESENTED BY THE EXISTING CREDIT AGREEMENT.
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) that, notwithstanding the Original provisions regarding assignments set forth in Section 11.8 hereof and Section 11.8 of the Existing Credit Agreement, the Commitments and Ratable Shares shall continue be as Commitments hereunder set forth in Schedule 1.1(B), and the portion of the outstanding Loans and participations with respect to Letters of Credit and Swing Loans outstanding under the Existing Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments such Ratable Shares and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements applicable Assignment and Assumption Agreements (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 11.8 of the Existing Credit Agreement or Section 11.8 of this Agreement, no other documents or instruments, including any assignment agreementAssignment and Assumption Agreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption Agreement. On the Effective DateClosing Date and substantially concurrently with the effectiveness of this Agreement, to the extent necessary, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, such assignments and reallocations and other changes in Commitments, such that after giving effect to such settlements, settlements each Lender’s pro rata basis in Ratable Shares with respect to the unpaid balance of Loans and Letters of Credit outstanding Commitments shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c1.1(B) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing outstanding Loans and outstanding participations with respect to Letters of Credit and Swing Loans shall continue as Loans and Letters of Credit hereunderbe held by the Lenders in accordance with such Ratable Shares.
Appears in 2 contracts
Sources: Third Amended and Restated Credit Agreement (Dayton Power & Light Co), Third Amended and Restated Credit Agreement (Ipalco Enterprises, Inc.)
Amendment and Restatement. (a) As On the Amended Facility Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement and (a) all references to the Existing Credit Agreement in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing Credit Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Effective Date Existing Credit Agreement in any Loan Document (immediately prior but not herein) shall be amended to be, mutatis mutandis, references to the effectiveness corresponding provisions of this Agreement), certain Lenders(c) except as the context otherwise provides, as lenders under all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Credit Agreement as amended and restated hereby and (d) the Borrower (i) reaffirms all of its obligations under each of the Loan Documents to which it is a party and (ii) acknowledges and agrees that subsequent to, and taking into account all of the terms and conditions of this Agreement, hold each Loan Document to which it is a party shall remain in full force and effect in accordance with the Commitments 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 set forth in Schedule 1.1A defined therein) or to the Existing Credit Agreement (the “Original Commitments”)evidence payment of all or any portion of such obligations and liabilities.
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that With respect to any “Lender” party to (iand as defined in) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and who has elected not to become a Lender under this Agreement (ii) a “Departing Lender”’), the Loans and Letters parties hereto agree that any assignment by such Departing Lender of Credit outstanding under its “Commitments” and/or “Obligations” (as such terms are defined in the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything ) to the contrary Lenders hereunder through a letter agreement or other mechanism in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, a form approved by Administrative Agent shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and effective notwithstanding any other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby amended and restated in their entirety by or this Agreement to the terms, conditions and provisions contrary. After giving effect to any change to a Lender’s Commitment upon execution of this Agreement, and it may be the terms and provisions of case that the Existing outstanding Total Credit AgreementExposure is not held pro rata in accordance with the new Commitments. In order to remedy the foregoing, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of on the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Amended Facility Effective Date, each of the parties hereto agrees that Administrative Agent may take any and all existing Loans actions as may be reasonably necessary to ensure that, upon the Amended Facility Effective Date and outstanding Letters the execution of this Agreement, each Lender shares in the aggregate Total Credit shall continue as Loans and Letters of Credit hereunderExposure pro rata in accordance with the new Commitments.
Appears in 2 contracts
Sources: Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Fidelity National Financial, Inc.)
Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) As the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement and the other loan documents entered into in connection therewith and outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; and (c) the guarantees (if any) made to the lenders, the letter of credit issuer, the administrative agent and each other holder of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders obligations under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth shall remain in Schedule 1.1A full force and effect with respect to the Existing Credit Agreement (Obligations and are hereby reaffirmed. On the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments Borrower shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit prepay any loans outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 extent necessary to keep the outstanding Loans ratable with the Revolving Commitments as of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executedClosing Date, and no fees payable to (ii) the Administrative Agent, in connection with revolving credit extensions and revolving commitments made by the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of lenders under the Existing Credit Agreement shall be and are hereby amended re-allocated and restated in their entirety by among the termsLenders so that, conditions and provisions of this Agreement, and the terms and provisions as of the Existing Credit AgreementClosing Date, except as otherwise expressly provided herein, the respective Revolving Commitments of the Lenders shall be superseded by this Agreement.
as set forth on Schedule 2.01 (d) Notwithstanding anything in this amendment it being understood and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in agreed that any other outstanding loan that is a Eurodollar Rate Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, Agreement) shall continue as the “Existing a Eurodollar Rate Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under as defined in the Existing Credit Agreement shall continue as Obligations hereunder, (iiAgreement) all until the end of the indebtednesscurrent interest period(s) applicable thereto, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation provisions of the Existing Credit Agreement or of any applicable to such loans are incorporated herein by reference, mutatis mutandis, and the parties hereto hereby agree that such provisions shall continue to apply to such loans until the end of the other current interest period(s) applicable thereto). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Loan Documents or any obligations thereunder. From Credit Agreement made under and after in accordance with the Effective Date, all existing Loans and outstanding Letters terms of Section 11.01 of the Existing Credit shall continue as Loans and Letters of Credit hereunderAgreement.
Appears in 2 contracts
Sources: Credit Agreement (Newmark Group, Inc.), Credit Agreement (BGC Partners, Inc.)
Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) As the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement and the other loan documents entered into in connection therewith and outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; and (c) the guarantees (if any) made to the lenders, the letter of credit issuer, the administrative agent and each other holder of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders obligations under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth shall remain in Schedule 1.1A full force and effect with respect to the Existing Credit Agreement (Obligations and are hereby reaffirmed. On the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments Borrower shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit prepay any loans outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 extent necessary to keep the outstanding Loans ratable with the Revolving Commitments as of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executedClosing Date, and no fees payable to (ii) the Administrative Agent, in connection with revolving credit extensions and revolving commitments made by the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of lenders under the Existing Credit Agreement shall be and are hereby amended re-allocated and restated in their entirety by among the termsLenders so that, conditions and provisions of this Agreement, and the terms and provisions as of the Existing Credit AgreementClosing Date, except as otherwise expressly provided herein, the respective Revolving Commitments of the Lenders shall be superseded by this Agreement.
as set forth on Schedule 2.01 (d) Notwithstanding anything in this amendment it being understood and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in agreed that any other outstanding loan that is a Term SOFR Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, Agreement) shall continue as the “Existing a Term SOFR Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under as defined in the Existing Credit Agreement shall continue as Obligations hereunder, (iiAgreement) all until the end of the indebtednesscurrent interest period(s) applicable thereto, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation provisions of the Existing Credit Agreement or of any applicable to such loans are incorporated herein by reference, mutatis mutandis, and the parties hereto hereby agree that such provisions shall continue to apply to such loans until the end of the other current interest period(s) applicable thereto). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Loan Documents or any obligations thereunder. From Credit Agreement made under and after in accordance with the Effective Date, all existing Loans and outstanding Letters terms of Section 11.01 of the Existing Credit shall continue as Loans and Letters of Credit hereunderAgreement.
Appears in 2 contracts
Sources: Credit Agreement (Newmark Group, Inc.), Credit Agreement (BGC Group, Inc.)
Amendment and Restatement. (a) As of the Effective Date (immediately prior The undersigned Lenders, to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A extent a party to the Existing Revolving Credit Agreement (the “Original CommitmentsExisting Lenders”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree and acknowledge that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Revolving Credit AgreementAgreement pursuant hereto, including anything in this Section 10.19the Borrower, the Administrative Agent and in any other Loan Document the Existing Lenders shall make adjustments to (i) the outstanding principal amount of “Revolving Loans” (as defined in the Existing Revolving Credit Agreement and referred Agreement, but not any interest accrued thereon prior to herein, individually the Effective Date or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower any accrued facility fees under the Existing Revolving Credit Agreement shall continue as Obligations hereunderprior to the Effective Date), (ii) all of including the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery borrowing of such documents nor the consummation of any other transaction contemplated hereunder isadditional “Revolving Loans” (which may include “Eurodollar Loans”, or is intended to constitute, a novation of as defined in the Existing Revolving Credit Agreement Agreement) and the repayment of “Revolving Loans” (which may include the prepayment or conversion of any “Eurodollar Loans”) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Loans by each Lender in the amount of the other Existing Loan Documents or any obligations thereunder. From and after its new Applicable Percentage of all Revolving Loans as of the Effective Date, all existing Loans and (ii) participations in any outstanding “Letters of Credit” (as defined in the Existing Revolving Credit Agreement) issued under the Existing Revolving Credit Agreement, including the Letter of Credit listed on Schedule III attached hereto (the “Existing Letters of Credit”) to provide for each Lender’s participation in such Existing Letters of Credit equal to such Lender’s new Applicable Percentage of the aggregate amount available to be drawn under each such Existing Letter of Credit as of the Effective Date. In connection with the foregoing (a) each Existing Lender shall continue as be deemed to have made an assignment of its outstanding Revolving Loans and Letters “Commitments” (as defined in the Existing Revolving Credit Agreement) under the Existing Revolving Credit Agreement, and assumed outstanding Revolving Loans and Commitments of other Existing Lenders under the Existing Revolving Credit Agreement, all at the request of the Borrower, as may be necessary to effect the foregoing, and each Existing Lender hereby waives any right to any reimbursement under Section 2.21 hereof with respect thereto, and (b) each Existing Letter of Credit hereundershall be deemed to be a Letter of Credit issued hereunder as of the Effective Date for all purposes hereof. Each of the undersigned Existing Lenders, waives any requirement under the Existing Revolving Credit Agreement that notice with respect to any such borrowing, prepayment or other transaction described in this Section 10.16 be given.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Western Midstream Partners, LP), Revolving Credit Agreement (Western Gas Partners LP)
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements under required pursuant to Section 10.06 of the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents consents, documents, or instruments, including any assignment agreementagreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Effective Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements, settlements each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Applicable Percentage shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(dc) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.12, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, (ii) hereunder and all of the indebtedness, liabilities and obligations owing by of any Person other than the Borrower under each the Existing Credit Agreement and other Prior Loan Document Documents shall continue under the corresponding amended and restated Loan Document as obligations of such Person hereunder, and (iiiii) each of this Agreement and the Notes and any other Existing Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such the Existing Credit Agreement or any Prior Loan Document, Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Prior Loan Documents or any obligations thereunder. From and after Upon the Effective Dateeffectiveness of this Agreement, all existing Loans owing by the Borrower and outstanding Letters of under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date.
Appears in 2 contracts
Sources: Credit Agreement (Lowes Companies Inc), Credit Agreement (Lowes Companies Inc)
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Revolving Lenders:
(a) As Simultaneously with the date hereof, the parties hereto hereby agree that the Revolving Commitments shall be as set forth in Schedule 2.01 and the portion of the Effective Date Loans (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under defined in the Existing Credit Agreement, hold the Commitments ) outstanding under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their such Revolving Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Lenders and from each Revolving Lender to each other Revolving Lender, with the same force and effect as if such assignments were evidenced by assignment agreements applicable Assignment and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreementAssignment and Assumption, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Effective Closing Date, the Revolving Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements, settlements each Revolving Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Applicable Revolving Percentage shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The BorrowerBorrowers, the Administrative Agent, the Issuing Lenders and the Revolving Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Revolving Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) . Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.01, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower any Person under the Existing Credit Agreement and other Existing Loan Documents outstanding as of the Closing Date shall continue as Obligations hereunder, and (ii) all of neither the indebtedness, liabilities execution and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each delivery of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given (as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents defined herein) nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after thereunder outstanding as of the Effective Closing Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 2 contracts
Sources: Credit Agreement (World Fuel Services Corp), Credit Agreement (World Fuel Services Corp)
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements under required pursuant to Section 10.06 of the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents consents, documents, or instruments, including any assignment agreementagreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Effective Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements, settlements each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Applicable Percentage shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(dc) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.10, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, (ii) hereunder and all of the indebtedness, liabilities and obligations owing by of any Person other than the Borrower under each the Existing Credit Agreement and other Prior Loan Document Documents shall continue under the corresponding amended and restated Loan Document as obligations of such Person hereunder, and (iiiii) each of this Agreement and the Notes and any other Existing Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such the Existing Credit Agreement or any Prior Loan Document, Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Prior Loan Documents or any obligations thereunder. From and after Upon the Effective Dateeffectiveness of this Agreement, all existing Loans owing by the Borrower and outstanding Letters of under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurocurrency Rate Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurocurrency Rate Loans under this Agreement and accrue interest at the Eurocurrency Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date.
Appears in 2 contracts
Sources: Credit Agreement (Lowes Companies Inc), Credit Agreement (Lowes Companies Inc)
Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) As the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders obligations under the Existing Credit Agreement, hold shall remain in full force and effect with respect to the Commitments Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement as set forth Agreement, created under the collateral documents entered into in Schedule 1.1A to connection with the Existing Credit Agreement (shall remain in full force and effect with respect to the “Original Commitments”).
(b) Simultaneously with Secured Obligations and are hereby reaffirmed. On the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments Loan Parties shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit prepay any revolving loans outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executedClosing Date, and no fees payable to (ii) the Administrative Agent, in connection with revolving credit extensions and revolving commitments made by the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of lenders under the Existing Credit Agreement shall be and are hereby amended re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in their entirety by effect on the terms, conditions Closing Date. The parties hereto further acknowledge and provisions of agree that this Agreement, Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms and provisions of Section 11.01 of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Amedisys Inc), Credit Agreement (Amedisys Inc)
Amendment and Restatement. (a) As of On the Effective Date (immediately prior to the effectiveness of this Agreement)Closing Date, certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments automatically shall be deemed to be made amended and restated in such amounts its entirety by this Agreement and between Lenders the Commitments, Loans and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements Obligations under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, defined therein automatically shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby amended and restated in their entirety entireties by the termsCommitments, conditions Loans and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this . This Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any the credit facilities, indebtedness and other obligations under the Existing Credit Agreement. It is the intent of the other parties to amend and restate the Existing Credit Agreement and the credit facilities provided thereunder, without novation or interruption.
(b) On the Closing Date, the risk participations of the Lenders hereunder in each outstanding Letter of Credit (including the Existing Letters of Credit) and each outstanding Swing Line Loan Documents shall be automatically reallocated such that the risk participation of each Lender in each outstanding Letter of Credit and Swing Line Loan equals such Lender’s Applicable Percentage of each such Letter of Credit and Swing Line Loan. The parties acknowledge and agree that (i) some or all of the principal balance of the “Term Loan” (as defined in the Existing Credit Agreement) outstanding immediately prior to effectiveness of this Agreement will remain outstanding and constitute some or all of the Term Loan A-1 after giving effect to this Agreement, (ii) the Term Loan A-1, as of the Closing Date and after effectiveness of this Agreement, will maintain the same Interest Period (i.e., ending on the same date) as was applicable to the principal balance of the “Term Loan” (as defined in the Existing Credit Agreement) outstanding immediately prior to effectiveness of this Agreement (and shall thereafter be subject to conversion and/or continuation upon expiration of such Interest Period in accordance with the terms of this Agreement), and (iii) the Administrative Agent shall make such adjustments to the Register, and the Term A-1 Lenders shall make necessary settlements among themselves, such that after giving effect thereto each Term A-1 Lender holds a portion of the Term A-1 Loan consistent with Schedule 2.01 attached hereto as of the Closing Date (it being agreed by the Lenders that the transactions described in this sentence shall not give rise to any obligations thereunder. obligation of the Loan Parties under Section 3.05 of the Existing Credit Agreement or of this Agreement).
(c) From and after the Effective Closing Date, by execution of this Agreement, each Person identified as a “Lender” on each signature page that is not already a Lender under the Existing Credit Agreement hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Person will be deemed to be a party to this Agreement and a “Lender” for all existing Loans purposes of this Agreement and outstanding Letters shall have all of the obligations of a Lender hereunder as if it had executed the Existing Credit shall continue as Loans and Letters of Credit hereunderAgreement.
Appears in 2 contracts
Sources: Credit Agreement (Enpro Inc.), Credit Agreement (Enpro Industries, Inc)
Amendment and Restatement. (a) As of On the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the ARCA Effective Date, the Existing Security Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Security Agreement shall thereafter be and shall be deemed replaced and superseded in all respects by this Agreement. The parties hereby hereto acknowledge and agree that (i) this Agreement and the Original Commitments shall continue other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the Secured Obligations under the Existing Security Agreement or the other Loan Documents as Commitments hereunder and shall be reallocated in effect prior to the Lenders on a pro rata basis in accordance with their Commitments ARCA Effective Date and which remain outstanding as of the ARCA Effective Date, (ii) the Secured Obligations under the Existing Security Agreement and the requisite assignments shall be deemed other Loan Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereinafter subject to be made the terms herein) and (iii) the Liens and security interests as granted under the Existing Security Agreement and the other applicable Loan Documents securing payment of such Secured Obligations are in such amounts by all respects continuing and between Lenders in full force and from each Lender to each other Lendereffect and are reaffirmed hereby. To the extent applicable, the Lien Grantors hereby acknowledge, confirm and agree that any financing statements, fixture filings, filings with the same United States Patent and Trademark Office or the United States Copyright Office or other instrument similar in effect to the foregoing under applicable law covering all or any part of the Collateral previously filed in favor of the Agent under the Existing Security Agreement are in full force and effect as of the date hereof and each Lien Grantor ratifies its authorization for the Agent to file in any relevant jurisdictions any such financing statement, fixture filing or other instrument relating to all or any part of the Collateral if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything filed prior to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreementdate hereof.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 2 contracts
Sources: Revolving Credit Security Agreement, Revolving Credit Security Agreement (Tower International, Inc.)
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders:
(a) As of Simultaneously with the Effective Date (immediately prior to Restatement Date, the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold parties hereto hereby agree that the Commitments shall be as set forth in Schedule 2.01 and the portion of Loans outstanding under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements applicable Assignment and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreementAssignment and Assumption, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Effective Restatement Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements, settlements each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Applicable Percentage shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) . Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.01, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower any Person under the Existing Credit Agreement and other Existing Loan Documents outstanding as of the Restatement Date shall continue as Obligations hereunder, and (ii) all of neither the indebtedness, liabilities execution and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each delivery of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given (as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents defined herein) nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after thereunder outstanding as of the Effective Restatement Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 1 contract
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness Closing Date and the funding of this Agreement the Borrowing of Revolving Credit Loans on the Effective Closing Date, the parties hereby agree that (i) the Commitments shall be as set forth in Schedule 2.01, the Loans and other Outstanding Amounts outstanding under the Original Commitments shall continue as Commitments hereunder and Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments such Commitments, approximately $195,000,000 of proceeds of the initial Borrowing of Revolving Credit Loans will be applied on the Closing Date to the prepayment of Term Loans outstanding under the Original Credit Agreement so that the Outstanding Amount of Term Loans upon the effectiveness hereof shall be $200,000,000, and the requisite assignments shall be deemed to be made in such amounts by and between among the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements under required pursuant to Section 10.06 of the Existing Original Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Original Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreementagreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Effective Closing Date, the Lenders shall make full cash settlement with each other and each Existing Lender that will not be a Lender after the Closing Date either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Original Credit Agreement) such that after giving effect to such settlements, settlements each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Applicable Percentage(s) shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The Each Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this AgreementAgreement and the assignments made in accordance with the immediately preceding clause (b), the terms and provisions of the Existing Original Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Original Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) . Notwithstanding anything in this amendment and restatement of the Existing Original Credit Agreement, including anything in this Section 10.19, 1.10 and in any other related “Loan Document Documents” (as such term is defined in the Existing Original Credit Agreement and referred to herein, individually or collectively, as the “Existing Prior Loan Documents”)) that may be to the contrary, (i) all of the indebtedness, liabilities and obligations owing by the Borrower any Loan Party under the Existing Original Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, (ii) as set forth herein, and all of the indebtedness, liabilities and obligations owing by of any Person other than a Loan Party under each Existing the Original Credit Agreement and other Prior Loan Document Documents shall continue under the corresponding amended and restated Loan Document and as obligations of such Person hereunder, as set forth herein, (iiiii) each of this Agreement and the Notes and any other Existing Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower Borrowers under such Existing the Original Credit Agreement or any Prior Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Original Credit Agreement or of any of the other Existing Prior Loan Documents or any obligations thereunderthereunder and (iii) the phrase “the term of this Agreement”, when used with respect to any allowance or “basket” provided for in any covenant hereunder, shall be deemed to mean the period from the Closing Date through the Maturity Date. From and after Upon the Effective Dateeffectiveness of this Agreement, all existing Loans owing by the Borrowers and outstanding Letters of under the Original Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Original Credit Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder.. Base Rate Loans under the Original Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurodollar Rate Loans outstanding under the Original Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurodollar Rate Loans under this Agreement and accrue interest at the Eurodollar Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of Applicable Rate in Section 1.01, without regard to any margin applicable thereto under the Original Credit Agreement prior to the Closing Date
Appears in 1 contract
Sources: Credit Agreement (Clarcor Inc.)
Amendment and Restatement. The parties hereto agree that, on the Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) As the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under or in connection with the Existing Credit Agreement outstanding on the Effective Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder (and, on the Effective Date, the U.S. Borrower hereby absolutely and expressly assumes all of the duties, obligations and liabilities of SPX Corporation, in its capacity as a borrower under, and in connection with, the Existing Credit Agreement and the other loan documents executed in connection with the Existing Credit Agreement); (c) to the extent evidenced by the Guarantee and Collateral Agreement, the guarantees made to the holders of the obligations pursuant to the loan documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; and (d) to the extent evidenced by the Guarantee and Collateral Agreement, the security interests and liens granted in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. On the Effective Date, (i) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Effective Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.1A as in effect on the Effective Date (immediately prior and, as of the Effective Date, each Lender’s portion of any outstanding Revolving Loans shall be equal to its Applicable Revolving Percentage of the effectiveness outstanding amount of such Revolving Loans), (ii) each Existing Letter of Credit issued by an Issuing Lender under the Existing Credit Agreement shall be deemed for all purposes of this Agreement)Agreement to constitute a Letter of Credit issued by such Issuing Lender pursuant hereto for the applicable Person, certain Lenders(iii) each Existing FCI issued by an FCI Issuing Lender under the Existing Credit Agreement shall be deemed for all purposes of this Agreement to constitute an FCI issued by such FCI Issuing Lender pursuant hereto for the applicable Borrower (and such Borrower, as lenders whether or not it is the Borrower for which such Existing FCI was originally issued under the Existing Credit Agreement, hold shall be obligated and liable in respect of such Existing FCI under the Commitments terms and conditions of this Agreement as if such Existing FCI had been originally issued at its request under this Agreement) and the FCI Issuing Commitment of such FCI Issuing Lender under this Agreement shall be deemed utilized in an amount equal to the Dollar Equivalent of all Existing FCIs issued by it and determined as of the Effective Date, subject to any subsequent determinations of such Dollar Equivalent pursuant to Section 2.6(l), and (iv) any Lender may exchange, continue or rollover all or the portion of its credit extensions under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Dateentering into of this Agreement pursuant to a cashless settlement mechanism approved by SPX Corporation, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The U.S. Borrower, the Administrative Agent, the Issuing Lenders Foreign Trade Facility Agent and the Lenders hereby consent such Lender. This Agreement constitutes an amendment to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be made under and are hereby amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and accordance with the terms and provisions of Section 9.2 of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 1 contract
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01A and 2.01B and the portion of Loans and other Outstanding Amounts outstanding under the Existing Revolving Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Revolving Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements under required pursuant to Section 10.06 of the Existing Revolving Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Revolving Credit Agreement or Section 10.06 of this Agreement, no other documents consents, documents, or instruments, including any assignment agreementagreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Effective Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Revolving Credit Agreement) such that after giving effect to such settlements, settlements each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Applicable Percentage shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01A and 2.01B.
(cb) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Revolving Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Revolving Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(dc) Notwithstanding anything in this amendment and restatement of the Existing Revolving Credit Agreement, including anything in this Section 10.191.07, and in any other related “Loan Document Documents” (as such term is defined in the Existing Revolving Credit Agreement and referred to herein, individually or collectively, as the “Existing Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Revolving Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, (ii) hereunder and all of the indebtedness, liabilities and obligations owing by of any Person other than the Borrower under each the Existing Revolving Credit Agreement and other Prior Loan Document Documents shall continue under the corresponding amended and restated Loan Document as obligations of such Person hereunder, and (iiiii) each of this Agreement and the Notes and any other Existing Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such the Existing Revolving Credit Agreement or any Prior Loan Document, Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Revolving Credit Agreement or of any of the other Existing Prior Loan Documents or any obligations thereunder. From and after Upon the Effective Dateeffectiveness of this Agreement, all existing Loans owing by the Borrower and outstanding Letters of under the Existing Revolving Credit Agreement shall continue as Loans hereunder and Letters shall constitute advances hereunder. Base Rate Loans under the Existing Revolving Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurodollar Rate Loans (as defined in the Existing Revolving Credit Agreement) outstanding under the Existing Revolving Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurodollar Rate Loans under this Agreement and shall, while such Loans remain in effect for the duration of the Interest Period (as defined in the Existing Revolving Credit hereunderAgreement) with respect thereto, accrue interest at the Eurodollar Rate (as defined in the Existing Revolving Credit Agreement); provided, that on and after the Closing Date, the Applicable Rate applicable to any such Eurodollar Rate Loan hereunder shall be the Applicable Rate for Term SOFR (as set forth in the definition of Applicable Rate) for the Revolving Credit Facility.
Appears in 1 contract
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements under required pursuant to Section 10.06 of the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents consents, documents, or instruments, including any assignment agreementagreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Effective Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements, settlements each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Applicable Percentage shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(dc) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.07, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, (ii) hereunder and all of the indebtedness, liabilities and obligations owing by of any Person other than the Borrower under each the Existing Credit Agreement and other Prior Loan Document Documents shall continue under the corresponding amended and restated Loan Document as obligations of such Person hereunder, and (iiiii) each of this Agreement and the Notes and any other Existing Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such the Existing Credit Agreement or any Prior Loan Document, Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Prior Loan Documents or any obligations thereunder. From and after Upon the Effective Dateeffectiveness of this Agreement, all existing Loans owing by the Borrower and outstanding Letters of under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and Term SOFR Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension (solely for the duration of any such Interest Periods outstanding on the Closing Date) as Term SOFR Loans under this Agreement and accrue interest at the Term SOFR hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date.
Appears in 1 contract
Amendment and Restatement. In order to facilitate the amendment and restatement contemplated by this Agreement and otherwise to effectuate the desires of the Loan Parties, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, but immediately prior to giving effect to Section 1.10(d), the parties hereby agree that the Commitments and Applicable Percentages (as defined in the Existing Credit Agreement) of each of the Lenders shall be as set forth on Schedule 2.01, and (i) the Original Commitments shall continue Outstanding Amounts of each Lender’s Committed Loans (as Commitments hereunder defined in the Existing Credit Agreement) and shall (ii) the aggregate Outstanding Amount of each Tranche 1 Lender’s participation in L/C Obligations and Swing Line Loans shall, in each case, be reallocated to the Lenders on a pro rata basis as outstanding Committed Loans hereunder in accordance with their such Commitments and outstanding participations in L/C Obligations and Swing Line Loans hereunder in accordance with such Commitments, as applicable, and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from (A) each Tranche 1 Lender to each other LenderTranche 1 Lender and (B) each Tranche 2 Lender to each other Tranche 2 Lender (and, if necessary, to (x) Tranche 1 Lenders hereunder from Tranche 1 Lenders under, and as defined in, the Existing Credit Agreement and (y) Tranche 2 Lenders hereunder from Tranche 2 Lenders under, and as defined in, the Existing Credit Agreement, in each case, who elect not to become Tranche 1 Lenders or Tranche 2 Lenders, as applicable, under this Agreement or who reduce their commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by assignment agreements applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, but without the payment of any related assignment fee; provided that the Existing Lenders who are Lenders under this Agreement and (ii) the Loans and Letters hereby waive any notice requirements pursuant to Section 2.05 of Credit outstanding under the Existing Credit Agreement on in connection with any prepayment that may occur or may be deemed to occur thereunder in connection with this Section 1.10(a). For the Effective Date avoidance of doubt, simultaneously with the Closing Date, the parties hereby agree that each Swing Line Loan outstanding under, and as defined in, the Existing Credit Agreement as of such date shall continue as a Swing Line Loan hereunder and each “Letter of Credit” outstanding under, and as if defined in, the Existing Credit Agreement as of such Loans or Letters date and identified as an “Existing Letter of Credit” hereunder shall continue as a Letter of Credit were originally made hereunder. .
(b) Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement or in this Agreement, no other documents or instruments, including any assignment agreementAssignment and Assumption, shall be, or shall be executedrequired to be, and no fees payable to the Administrative Agent, executed in connection with the assignments herein set forth in Section 1.10(a) above (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Effective Closing Date, the applicable Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.one another either directly 39
(c) The BorrowerLoan Parties, the Administrative Agent, the Issuing Lenders Agent and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.10, and in of any other related “Loan Document Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower Borrowers or any other Person under the Existing Credit Agreement and other Existing Loan Documents shall continue as Obligations hereunderhereunder and thereunder (including, without limitation, all accrued and unpaid interest and fees under the Existing Credit Agreement) and (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower Borrowers or the other Loan Parties under such the Existing Credit Agreement or any Existing Loan Document, and neither the execution and delivery of such documents this Agreement nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From Upon the effectiveness of this Agreement all Loans outstanding and after owing by the Effective Date, all existing Loans and outstanding Letters Borrowers under the Existing Credit Agreement as of Credit the Closing Date shall continue as Loans and Letters hereunder. Each Lender party hereto that is a lender under the Existing Credit Agreement shall be deemed to have waived the requirement for payment by the Borrowers of any amounts required pursuant to Section 3.05 of the Existing Credit hereunderAgreement as a result of any reallocation or deemed assignments in connection the entering into of this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Discovery, Inc.)
Amendment and Restatement. (a1) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.:
(ca) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are is hereby amended and restated in their entirety by the terms, conditions and provisions form of this Agreement, and the terms and provisions of ; and
(b) all Loans (as that term is defined in the Existing Credit Agreement) and other amounts outstanding under the Existing Credit Agreement prior to the Effective Date shall continue to be outstanding under the Syndicated Facility or Operating Facility, except as otherwise expressly provided hereinapplicable, under this Agreement and shall be superseded deemed to be Loans and other Obligations owing by the Borrower to the Lenders under this Agreement.
(d2) In order to give effect to the foregoing (including the revised Syndicated Facility Commitments contemplated hereby), the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent (including the assignment of interests in, or the purchase of participations in, such outstanding Loans, as applicable) to give effect to the foregoing (including, for certainty, the increase in the Syndicated Facility contemplated hereby and the revised Syndicated Facility Commitments of the Lenders contemplated hereby) and to ensure that the aggregate Obligations owing to each Lender under the Syndicated Facility are outstanding in proportion to each Lender’s Rateable Portion of all outstanding Obligations under the Syndicated Facility after giving effect to such revised Syndicated Facility Commitments; provided that, the foregoing provisions of this Section shall not apply to CDOR Rate Loans outstanding on the date hereof, such CDOR Rate Loans being subject to and deal with pursuant to Section 1.11(3) hereof.
(a) The parties hereby acknowledge that, on the date hereof, CDOR Rate Loans under the Syndicated Facility having terms to maturity ending after the date hereof are outstanding (the “Outstanding CDOR Rate Loans”). Notwithstanding any provision of this Agreement to the contrary, it is acknowledged and agreed by the parties hereto that all rights and interests of the Lenders in respect of, and any obligation of the Borrower to pay or reimburse the Lenders in respect of, the Outstanding CDOR Rate Loans are solely a risk and for the account of the Lenders based upon their respective Rateable Portions under the Syndicated Facility as in effect prior to and without regard to the provisions of this Agreement.
(b) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreementforegoing, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred from time to herein, individually or collectivelytime, as the “Existing Loan Documents”)Outstanding CDOR Rate Loans mature and Rollovers and Conversions are made by the Borrower in respect thereof, each of the Lenders shall participate in the Loans effecting such Rollovers and Conversions to the full extent of its Syndicated Facility Commitment and Rateable Portion therein after giving effect to the provisions of this Agreement.
(i4) Notwithstanding the foregoing or any other term hereof, all of the indebtednesscovenants, liabilities representations and obligations owing by warranties on the part of the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) and all of the indebtednessclaims and causes of action arising against the Borrower in connection therewith, liabilities in respect of all matters, events, circumstances and obligations owing by any Person under each Existing Loan Document arising or existing prior to the date hereof shall continue under continue, survive and shall not be merged in the corresponding amended and restated Loan Document and (iii) each execution of this Agreement and or any other Existing Documents or any advance or provision of any Loan Document that hereunder.
(5) Unless something in the subject matter or context is amended inconsistent therewith, references herein to the “date hereof” or similar expressions shall be and restated in connection with this Agreement is given as a substitution of, and not as a payment of, shall be deemed to be to the indebtedness, liabilities and obligations date of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder ishereof, or is intended to constitutebeing March 22, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder2023.
Appears in 1 contract
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit This Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement become effective on the Effective Date and shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to supersede all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderdate. From and after the Effective Date, (a)(i) the commitments of those Lenders under the Original Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be amended as set forth in their Lender Addendum delivered pursuant to this Agreement and (ii) the commitments of those “Lenders” under the Original Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Original Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all existing outstanding “Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 2.13 of the Original Credit Agreement in connection with such payment, and all fees accrued under the Original Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 2.13 of the Original Credit Agreement as if the outstanding Loans had been prepaid on the Effective Date); and (c) all outstanding “Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Original Credit Agreement shall continue remain outstanding as the initial Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolving Proportionate Share of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Loan Commitments as in effect after giving effect hereto and its proportionate share of the Term Loans based on their Term Loan Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Loans and Letters of Credit) to be made in accordance with the respective Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Original Credit Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. 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 or any Guarantor evidenced or provided for thereunder. [THE FIRST SIGNATURE PAGE FOLLOWS.]
Appears in 1 contract
Sources: Credit Agreement (Chiquita Brands International Inc)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit This Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this constitutes an amendment and restatement of the Existing Credit Agreement, including anything effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in this Section 10.19the Existing Credit Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any other Loan Document Loans funded on the Closing Date, reflect the respective Commitment of the Lenders hereunder.
(b) For the avoidance of doubt, the Lenders party to the Existing Credit Agreement have agreed among themselves, if applicable, to reallocate their respective Existing Loans and their respective Commitments (as defined in the Existing Credit Agreement Agreement) as contemplated by this Agreement. On the Closing Date and referred after giving effect to hereinsuch reallocation and adjustments of such Commitments, individually or collectively, as the “Commitments of each Lender shall be set forth on Schedule 1 hereto and each Lender shall own its Applicable Percentage of the Existing Loans. The reallocation and adjustment to the Existing Loan Documents”)and such Commitment of each Lender as contemplated by this Section 10.21(b) shall be deemed to have been consummated pursuant to the term of the Assignment and Assumption attached as Exhibit A hereto as if each of the Lenders had executed an Assignment and Assumption with respect to such reallocation and adjustment. The Borrower and the Administrative Agent hereby consent to such reallocation and adjustment of the Existing Loan and such Commitments.
(c) From and after the Closing Date, (i) all each Exiting Lender shall cease to be a party to this Agreement, (ii) no Exiting Lender shall have any obligations or liabilities under this agreement with respect to the period from and after the Closing Date and, without limiting the foregoing, no Exiting Lender shall have any Commitment under this Agreement or any Letter of Credit liabilities outstanding hereunder and (iii) no Exiting Lender shall have any rights under the indebtednessExisting Credit Agreement, liabilities and obligations owing by the Borrower this Agreement or any other Loan Document (other than rights under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of expressly stated to survive the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation termination of the Existing Credit Agreement or and the repayment of any of the other Existing Loan Documents or any obligations amounts outstanding thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder).
Appears in 1 contract
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements under required pursuant to Section 11.07 of the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 11.07 of the Existing Credit Agreement or Section 11.07 of this Agreement, no other documents consents, documents, or instruments, including any assignment agreementagreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Effective Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements, settlements each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Applicable Percentage shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The BorrowerBorrowers, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(dc) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.13, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower Borrowers under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, (ii) hereunder and all of the indebtedness, liabilities and obligations owing by of any Person other than the Borrowers under each the Existing Credit Agreement and other Prior Loan Document Documents shall continue under the corresponding amended and restated Loan Document as obligations of such Person hereunder, and (iiiii) each of this Agreement and the Notes and any other Existing Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower Borrowers under such the Existing Credit Agreement or any Prior Loan Document, Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Prior Loan Documents or any obligations thereunder. From and after Upon the Effective Dateeffectiveness of this Agreement, all existing Loans owing by the Borrowers and outstanding Letters of under the Existing Credit Agreement shall continue as Loans hereunder and Letters shall constitute advances hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Term SOFR Loans or Alternative Currency Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Term SOFR Loans or Alternative Currency Loans under this Agreement and accrue interest at the applicable interest rate provided hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to any margin and spread adjustment applicable thereto under the Existing Credit hereunderAgreement prior to the Closing Date.
Appears in 1 contract
Amendment and Restatement. (1) On the date on which all of the conditions set forth in Section 3.1 have been satisfied (or waived in writing by all of the Lenders in accordance with Section 3.3):
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are is hereby amended and restated in their entirety by the terms, conditions and provisions form of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.; and
(db) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document all “Loans” (as that term is defined in the Existing Credit Agreement Agreement) and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower other amounts outstanding under the Existing Credit Agreement prior to the date hereof shall continue to be outstanding under this Agreement and shall be deemed to be Loans and other Obligations owing by the Borrowers to the Lenders under this Agreement under the respective Credit Facility that the Loans in question were issued or advanced, as Obligations hereunderthe case may be (for certainty, (i) amounts outstanding under the “Canadian Syndicated Facility” (as such term is defined in the Existing Credit Agreement) are now amounts outstanding under the Canadian Revolving Syndicated Facility, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue amounts outstanding under the corresponding amended and restated Loan Document and “U.S. Syndicated Facility” (as such term is defined in the Existing Credit Agreement) are now amounts outstanding under the U.S. Syndicated Facility, (iii) amounts outstanding under the “Canadian Operating Facility” (as such term is defined in the Existing Credit Agreement) are now amounts outstanding under the Canadian Operating Facility and (iv) amounts outstanding under the “U.S. Operating Facility” (as such term is defined in the Existing Credit Agreement) are outstanding under the U.S. Operating Facility); and the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent (including the assignment of interests in, or 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 are outstanding in proportion to each Lender’s Rateable Portion of all outstanding Obligations under the applicable Credit Facility after giving effect to the foregoing.
(2) Each of the Lenders hereby agrees to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent or any of the Lenders (including the assignment of interests in, or the purchase of participations in existing Advances) to give effect to the revised Commitments of the Lenders hereunder and to ensure that each Lender is owed its ▇▇▇▇▇▇’s Rateable Portion of all such Advances after giving effect to such revised Commitment.
(3) References in this Agreement to the “date hereof” or similar expressions shall be and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, shall be deemed to be to the indebtedness, liabilities and obligations date of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder ishereof, or is intended to constitutebeing June 20, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder2023.
Appears in 1 contract
Amendment and Restatement. On the date hereof (the “Restatement Date”), the Original Term Loan Agreement shall be amended, restated and superseded by this Agreement. The parties hereto acknowledge and agree that (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A Term Loan Notes delivered pursuant to the Existing Credit this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Commitments”).
Term Loan Agreement) under the Original Term Loan Agreement as in effect prior to the Restatement Date; (b) Simultaneously such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit all loans outstanding under the Existing Credit Original Term Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderterms and conditions set forth in this Agreement. Notwithstanding anything to Without limitation on the contrary in Section 10.6 foregoing, each of the Existing Credit AgreementBorrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, no other documents or instruments, including any assignment agreement, shall be executedas amended, and no fees payable agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Term Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers contained in or delivered (including representations and warranties delivered in connection with the assignments herein making of the loans or other extensions of credit thereunder) in connection with the Original Term Loan Agreement, shall be payable. On survive the Effective Date, execution and delivery of this Agreement but in favor of the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent; provided, however, that it is understood and agreed that the Issuing Lenders and Borrowers’ monetary obligations under the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions Original Term Loan Agreement in respect of the Existing Credit Agreement shall be loans and letters of credit thereunder are hereby 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, except as otherwise expressly provided herein, shall be superseded evidenced by this Agreement.
(d) Notwithstanding anything in this . All indemnification obligations of the Borrowers pursuant to the Original Term Loan Agreement shall survive the amendment and restatement of the Existing Credit Original Term Loan Agreement pursuant to this Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From On and after the Effective Restatement Date, all existing Loans (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.Security Agreement”, DM3\3743049.7
Appears in 1 contract
Sources: Term Loan and Security Agreement (Diversicare Healthcare Services, Inc.)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement)The Borrowers, certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and hereby are hereby amended and restated in their entirety by the terms, terms and conditions and provisions of this Agreement, Agreement and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided hereinin the next paragraph, shall be superseded by this Agreement.
(d) . Notwithstanding anything in this the amendment and restatement of the Existing Credit Agreement by this Agreement, including anything the Company and all other obligors shall continue to be liable to the Administrative Agent and the Lenders with respect to agreements on the part of the Company and all other obligors, respectively, under the Existing Credit Agreement to pay all principal, interest, fees and other amounts that have accrued on or before the date hereof and to indemnify and hold harmless the Administrative Agent and the Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in this Section 10.19, and in any other Loan Document (as defined in connection with the Existing Credit Agreement and referred as to herein, individually which the Company or collectivelysuch obligors, as the “Existing Loan Documents”)case may be, (i) all of the indebtedness, liabilities and obligations owing by the Borrower have agreed under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of to indemnify and hold harmless the indebtedness, liabilities Administrative Agent and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Lenders. This Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower Borrowers under such the Existing Loan Document, Credit Agreement and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is not intended to constitute, constitute a novation of the Existing Credit Agreement. Indebtedness (other than with respect to Competitive Loans) evidenced by the notes issued under the Existing Credit Agreement shall be allocated proportionally among the Lenders based on their respective Commitments in order that after giving effect thereto Lenders shall have outstanding loans representing their portion of the aggregate Commitment, as described on SCHEDULE 2.1 and the Lenders shall make appropriate payments to each other in order to accomplish such reallocation. On the Closing Date all outstanding principal of all Eurodollar Loans then outstanding under the Existing Credit Agreement shall be deemed to have been prepaid and, except as otherwise selected by the Borrowers by delivery of a Borrowing Notice on or prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by the Company under the Existing Credit Agreement as of the Closing Date shall, solely for purposes of Section 2.16, constitute ABR Borrowings. Upon its receipt of a Note hereunder, each Lender will promptly return to the Borrowers, marked "Cancelled" or "Replaced", any notes of the Borrowers held by such Lender pursuant to the Existing Credit Agreement. By execution or acknowledgment of this Agreement all parties hereto agree that each of the other Existing Loan Documents or any obligations thereunder. From is hereby amended such that all references to the Existing Credit Agreement and after the Effective Date, all existing Loans thereunder shall be deemed to refer to this Amended and outstanding Letters Restated Credit Agreement and the continuation of Credit shall continue as the Loans and Letters of Credit hereunder.
Appears in 1 contract
Amendment and Restatement. (a) As of On the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the ARCA Effective Date, the Existing Security Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Security Agreement shall thereafter be and shall be deemed replaced and superseded in all respects by this Agreement. The parties hereby hereto acknowledge and agree that (i) this Agreement and the Original Commitments shall continue other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the Secured Obligations under the Existing Security Agreement or the other Loan Documents as Commitments hereunder and shall be reallocated in effect prior to the Lenders on a pro rata basis in accordance with their Commitments ARCA Effective Date and which remain outstanding as of the ARCA Effective Date, (ii) the Secured Obligations under the Existing Security Agreement and the requisite assignments shall be deemed other Loan Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereinafter subject to be made the terms herein) and (iii) the Liens and security interests as granted under the Existing Security Agreement and the other applicable Loan Documents securing payment of such Secured Obligations are in such amounts by all respects continuing and between Lenders in full force and from each Lender to each other Lendereffect and are reaffirmed hereby. To the extent applicable, the Lien Grantors hereby acknowledge, confirm and agree that any financing statements, fixture filings, filings with the same United States Patent and Trademark Office or the United States Copyright Office or other instrument similar in effect to the foregoing under applicable law covering all or any part of the Collateral previously filed in favor of the Agent under the Existing Security Agreement are in full force and effect as of the date hereof and each Lien Grantor ratifies its authorization for the Agent to file in any relevant jurisdictions any such financing statement, fixture filing or other instrument relating to all or any part of the Collateral if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything filed prior to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.date hereof
Appears in 1 contract
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01 and the portion of Revolving Credit Loans and other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements under required pursuant to Section 10.06 of the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreementagreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Effective Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such that after giving effect to such settlements, each Lender’s pro rata basis term is defined in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.Existing
(cb) The Each Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(dc) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.10, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower any Loan Party under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, (ii) hereunder and all of the indebtedness, liabilities and obligations owing by of any Person other than a Loan Party under each the Existing Credit Agreement and other Prior Loan Document Documents shall continue under the corresponding amended and restated Loan Document as obligations of such Person hereunder, and (iiiii) each of this Agreement and the Notes and any other Existing Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower Borrowers under such the Existing Credit Agreement or any Prior Loan Document, Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Prior Loan Documents or any obligations thereunder. From and after Upon the Effective Dateeffectiveness of this Agreement, all existing Revolving Credit Loans owing by the Borrowers and outstanding under the Existing Credit Agreement shall continue as Revolving Credit Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Prior Loan Documents shall continue as Loans and Letters of Credit hereunder.. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurodollar Rate Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Closing Date shall terminate or, at the Company’s option, pursuant to a Loan Notice, convert to Term SOFR Loans under this Agreement and accrue interest at Term SOFR hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of Applicable Rate in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. The parties hereby agree that the transactions contemplated under this Section 1.10 shall not give rise to any obligation of the Borrower to make any payment under Section 3.04 or 3.05
Appears in 1 contract
Amendment and Restatement. In order to facilitate the amendment and restatement contemplated by this Agreement and otherwise to effectuate the desires of the Loan Parties, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, but immediately prior to giving effect to Section 1.10(d), the parties hereby agree that the Commitments and Applicable Percentages (as defined in the Existing Credit Agreement) of each of the Lenders shall be as set forth on Schedule 2.01, and (i) the Original Commitments shall continue Outstanding Amounts of each Lender’s Committed Loans (as Commitments hereunder defined in the Existing Credit Agreement) and shall (ii) the aggregate Outstanding Amount of each Tranche 1 Lender’s participation in L/C Obligations and Swing Line Loans shall, in each case, be reallocated to the Lenders on a pro rata basis as outstanding Committed Loans hereunder in accordance with their such Commitments and outstanding participations in L/C Obligations and Swing Line Loans hereunder in accordance with such Commitments, as applicable, and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from (A) each Tranche 1 Lender to each other LenderTranche 1 Lender and (B) each Tranche 2 Lender to each other Tranche 2 Lender (and, if necessary, to (x) Tranche 1 Lenders hereunder from Tranche 1 Lenders under, and as defined in, the Existing Credit Agreement and (y) Tranche 2 Lenders hereunder from Tranche 2 Lenders under, and as defined in, the Existing Credit Agreement, in each case, who elect not to become Tranche 1 Lenders or Tranche 2 Lenders, as applicable, under this Agreement or who reduce their commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by assignment agreements applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, but without the payment of any related assignment fee; provided that the Existing Lenders who are Lenders under this Agreement and (ii) the Loans and Letters hereby waive any notice requirements pursuant to Section 2.05 of Credit outstanding under the Existing Credit Agreement on in connection with any prepayment that may occur or may be deemed to occur thereunder in connection with this Section 1.10(a). For the Effective Date avoidance of doubt, simultaneously with the Closing Date, the parties hereby agree that each Swing Line Loan outstanding under, and as defined in, the Existing Credit Agreement as of such date shall continue as a Swing Line Loan hereunder and each “Letter of Credit” outstanding under, and as if defined in, the Existing Credit Agreement as of such Loans or Letters date and identified as an “Existing Letter of Credit” hereunder shall continue as a Letter of Credit were originally made hereunder. .
(b) Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement or in this Agreement, no other documents or instruments, including any assignment agreementAssignment and Assumption, shall be, or shall be executedrequired to be, and no fees payable to the Administrative Agent, executed in connection with the assignments herein set forth in Section 1.10(a) above (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Effective Closing Date, the applicable Lenders shall make full cash settlement with one another either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in CommitmentsCommitments and the portion of the Outstanding Amount of the Committed Loans allocable to each Lender, such that after giving effect to such settlementssettlements the Commitment of, and Outstanding Amount of Committed Loans and aggregate Outstanding Amount of participation in L/C Obligations and Swing Line Loans, if any, owing to, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Lender shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(c) The BorrowerLoan Parties, the Administrative Agent, the Issuing Lenders Agent and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.10, and in of any other related “Loan Document Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower Borrowers or any other Person under the Existing Credit Agreement and other Existing Loan Documents shall continue as Obligations hereunderhereunder and thereunder (including, without limitation, all accrued and unpaid interest and fees under the Existing Credit Agreement) and (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower Borrowers or the other Loan Parties under such the Existing Credit Agreement or any Existing Loan Document, and neither the execution and delivery of such documents this Agreement nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From Upon the effectiveness of this Agreement all Loans outstanding and after owing by the Effective Date, all existing Loans and outstanding Letters Borrowers under the Existing Credit Agreement as of Credit the Closing Date shall continue as Loans and Letters hereunder. Each Lender party hereto that is a lender under the Existing Credit Agreement shall be deemed to have waived the requirement for payment by the Borrowers of any amounts required pursuant to Section 3.05 of the Existing Credit hereunderAgreement as a result of any reallocation or deemed assignments in connection the entering into of this Agreement.
Appears in 1 contract
Amendment and Restatement. (a) As of The parties hereto agree that, on the Effective Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all Debt and other obligations (including, without limitation, any outstanding Loans) under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to Debt and other obligations (immediately prior including, without limitation, any outstanding Loans) outstanding hereunder under the corresponding facilities described herein and (c) all references in the other Loan Documents to the effectiveness Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The execution and delivery of this Agreement), certain Lenders, as lenders Agreement shall not constitute a novation of any Debt or other obligations owing to the Lenders or the Agent under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) that, notwithstanding the Original provisions regarding assignments set forth in Section 10.10 hereof and Section 10.10 of the Existing Credit Agreement, the Commitments and Commitment Percentages shall continue be as Commitments hereunder set forth in Schedule 1-A and the portion of the Loans outstanding under the Existing Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments such Commitment Percentages and the requisite assignments shall be deemed to be made in such amounts by and between Lenders the Banks and from each Lender Bank to each other LenderBank, with the same force and effect as if such assignments were evidenced by assignment agreements applicable Assignment Agreements (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 10.10 of the Existing Credit Agreement or Section 10.10 of this Agreement, no other documents or instruments, including any assignment agreementAssignment Agreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment Agreement. On the Effective DateClosing Date and substantially concurrently with the effectiveness of this Agreement, to the extent necessary, the Lenders Banks shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, such assignments and reallocations and other changes in Commitments, such that after giving effect to such settlements, settlements each LenderBank’s pro rata basis in Commitment Percentages with respect to the unpaid balance of Commitments and outstanding Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.1-A.
Appears in 1 contract
Sources: Credit Agreement (Nordson Corp)
Amendment and Restatement. (a) As of the Effective Date (immediately prior The parties to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Dateagree that, the parties hereby agree that upon (i) the Original Commitments shall continue as Commitments hereunder execution and shall be reallocated to delivery by each of the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit parties hereto of this Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 satisfaction of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as conditions set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreementin Article 4, the terms and provisions of the Existing Credit Agreement shall be and hereby are hereby amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All Loans made and Liabilities incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Liabilities under (and, as of the Closing Date, shall be governed by the terms of) this Agreement and the terms agreements, documents and provisions of instruments delivered together herewith. Without limiting the foregoing, upon the effectiveness hereof: (a) all references to the “Agent”, the “Agreement” and the agreements, documents and instruments delivered together -69- therewith (each as defined in or contemplated by the Existing Credit Agreement) shall be deemed to refer to the Agent, except this Agreement and the agreements, documents and instruments delivered together herewith, (b) the Letters which remain outstanding on the Closing Date shall continue as otherwise expressly provided hereinLetters under (and, as of the Closing Date, shall be superseded governed by the terms of) this Agreement.
, (c) all obligations constituting “Liabilities” with any Lender or any affiliate of any Lender which are outstanding on the Closing Date shall continue as Liabilities under this Agreement and the agreements, documents and instruments delivered together herewith, (d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document “Commitments” (as defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Commitments hereunder, in each case pursuant to the allocations set forth on the Schedule A, (e) the Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s applicable Liabilities in respect of Loans and referred to hereinreflect such Lender’s Pro Rata Percentage of the applicable outstanding aggregate of such Loans and Letters on the Closing Date, individually or collectively, as (f) the “Existing Loan Documents”), (i) all Loans” of the indebtedness, liabilities and obligations owing by the Borrower each Departing Lender under the Existing Credit Agreement shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder (except with respect to (i) any indemnification under the Existing Credit Agreement that is meant to continue as Obligations hereunderto apply to such Departing Lender by its express terms, including rights to indemnification pursuant to Section 9.10 of the Existing Credit Agreement, and (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation those provisions of the Existing Credit Agreement or of any the agreements, documents or instruments executed in connection therewith which by their express terms survive the payment of the other “Liabilities” and termination of the “Commitments”, including the ability of Lenders to submit any costs payable under Section 2.3(b) of the Existing Loan Documents or Credit Agreement) and (g) each Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any obligations thereunder. From and after all losses, costs and expenses incurred by such Lender in connection with the Effective Datesale and assignment of any LIBOR Rate Loans (including the “LIBOR Rate Loans” under the Existing Credit Agreement) and such reallocation described above, all existing Loans in each case on the terms and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunderin the manner set forth in this Agreement.
Appears in 1 contract
Sources: Loan Agreement (Andersons, Inc.)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective DateThe Loan Parties, the parties hereby Lenders and the Administrative Agent agree that that, upon (i) the Original Commitments shall continue as Commitments hereunder execution and shall be reallocated to delivery of this Agreement by each of the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement parties hereto and (ii) satisfaction (or waiver by the Loans and Letters aforementioned parties) of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary conditions precedent set forth in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement4.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are hereby amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this . This Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, and shall not constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations Debt created thereunder. From and after The commitments to extend credit of each Lender that is a party to the Effective Existing Credit Agreement shall, on the Closing Date, automatically be deemed amended and the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all existing Loans and loans incurred under the Existing Credit Agreement which are outstanding Letters of Credit on the Closing Date shall continue as Loans under (and Letters shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) any “Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Note (if any) issued to such Lender under this Agreement and (e) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitment of the Lenders hereunder, and each Lender hereby waives its right to receive any compensation or reimbursement pursuant to Section 3.4 hereof for any breakage costs incurred by such Lender in connection with the sale or assignment of any Term SOFR Loans that may be required under this clause (e). Each Lender hereby confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Administrative Agent shall approve in its sole discretion, in connection with the amendment and restatement of the Existing Credit Agreement so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the Lenders (and, for the avoidance of doubt, such modifications may include the addition of Loan Parties and other changes that are otherwise permitted by the Administrative Agent’s authority under or with respect to such existing Loan Documents or are consistent with changes in provisions included in this Agreement as compared to the provisions of the Existing Credit Agreement).
Appears in 1 contract
Amendment and Restatement. This amendment and restatement shall become effective, and this Agreement as in effect prior to this amendment and restatement shall be amended and restated in its entirety in the form of this Agreement, only upon satisfaction, on or prior to February 15, 1997, of the following conditions precedent (the date on which each of such conditions has been satisfied (or waived in accordance with Section 9.05) (such date being herein called the "Amendment and Restatement Effective Date"):
(a) As receipt by the Agent of counterparts hereof signed by each of the Effective Date parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Agent of an opinion of Br▇▇▇ ▇▇▇▇ LLP, in form and substance satisfactory to the Agent, covering such matters relating to this amendment and restatement as the Agent shall reasonably request;
(c) receipt by the Agent for distribution to the Banks of the aggregate amount of the fees due and payable pursuant to Section 2.06(c), all in the manner specified in Section 2.10;
(d) receipt by the Agent for distribution to the Issuing Banks and the Banks party to this Agreement immediately prior to the effectiveness of the amendment and restatement of this Agreement on the Amendment and Restatement Effective Date and prior to giving effect to any assignments becoming effective on such date of the aggregate amount accrued to the Amendment and Restatement Effective Date of the commitment fees referred to in Section 2.06 and of the fees referred to in Section 2.14(f), all in the manner specified in Section 2.10 (the amounts of such fees and the distribution thereof to be in accordance with the interests of the Issuing Banks and such Banks hereunder immediately prior to the effectiveness of the amendment and restatement of this Agreement on the Amendment and Restatement Effective Date and any assignments becoming effective on such date);
(e) any Loans outstanding immediately prior to the effectiveness of the amendment and restatement of this Agreement on the Amendment and Restatement Effective Date shall have been prepaid, together with accrued interest thereon and any amount owed as a result of such prepayment pursuant to Section 2.11 (unless such amount owed is otherwise waived by the Banks); provided that the foregoing shall not prejudice the Borrower's right to finance such prepayment with the proceeds of Borrowings hereunder, subject to the terms and conditions hereof, on the Amendment and Restatement Effective Date;
(f) as of the Amendment and Restatement Effective Date and after giving effect to this Agreement, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of ESCO, the Borrower and its Subsidiaries contained in this Agreement and the other Loan Documents shall be true on and as of such date;
(g) receipt by the Security Agent of a duly completed and executed Perfection Certificate, dated as of the Amendment and Restatement Effective Date and substantially in the form of Exhibit I hereto;
(h) receipt by the Security Agent of copies of each document (including each Uniform Commercial Code financing statement), certain Lendersif any, required by law or reasonably requested by the Security Agent to be filed, registered or recorded in order to create in favor of the Security Agent for the benefit of the Banks a valid, legal and perfected security interest in or lien on all of the collateral that is the subject of the Security Agreement and with respect to which the lien thereon, or security interest therein, has not been previously perfected;
(i) the fact that the Required Banks shall not have advised the Agent that, in their judgment, there shall have occurred a material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of ESCO, the Borrower and the Specified Subsidiaries, taken as a whole, since September 30, 1996;
(j) receipt by the Agent of all documents it may reasonably request relating to any matter relevant to this Agreement, including such evidence as it may request as to the perfection and first-priority status of each security interest and Lien created or intended to be created by the Security Documents and such documents as it deems necessary in order to amend or modify any of the Security Documents to reflect the changes made pursuant to this amendment and restatement, all in form and substance satisfactory to the Agent and the Banks;
(k) receipt by the Agent for the account of each Bank of a duly executed Note or Notes, dated on or before the Amendment and Restatement Effective Date and complying with the provisions of Section 2.03; and
(l) consummation of the Filtertek Acquisition on the terms and conditions set forth in the Filtertek Acquisition Documents, without any material amendment to, modification of, or waiver under, any of the Filtertek Acquisition Documents previously delivered to the Banks (except such as have been approved by the Required Banks), and receipt by the Agent of all documents required to be delivered pursuant to Section 5.08 resulting from the creation of any new Subsidiaries in connection with the Filtertek Acquisition. The Agent shall promptly notify the Borrower and the Banks of the effectiveness of this amendment and restatement of this Agreement, and such notice shall be conclusive and binding on all parties hereto. Each of the parties hereto agrees that, as lenders of the Amendment and Restatement Effective Date, each Bank shall be deemed to have assigned a proportionate part of its rights and obligations under this Agreement and the Existing Credit Agreement, hold Notes to the other Banks to the extent necessary such that the Commitments under of the Existing Credit Agreement Banks as of the Amendment and Restatement Effective Date shall be as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments 1 hereto and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from participation of each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and Bank in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue be proportionate to its pro rata share of the Working Capital Commitments, and the Banks agree to assume, as Loans of the Amendment and Restatement Effective Date, such rights and obligations to such extent. On and after the Amendment and Restatement Effective Date, all Letters of Credit hereunderissued prior to such date which remain outstanding on such date shall continue to constitute "Letters of Credit" for all purposes of this Agreement and the other Loan Documents.
Appears in 1 contract
Amendment and Restatement. (a) As of The parties hereto agree that, on the Effective Date Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under a) the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made amended and restated in such amounts by and between Lenders and from each Lender its entirety pursuant to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit this Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby amended and restated in their entirety superseded by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
hereof; (db) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and referred shall be deemed to herein, individually or collectively, as the “Existing Loan Documents”)be Obligations outstanding hereunder, (ic) all the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as remain in full force and effect with respect to the Obligations hereunderand are hereby reaffirmed, (iid) all the security interests and liens in favor of PNC Bank, as administrative agent for the benefit of the indebtedness, liabilities and holders of the obligations owing by any Person under each Existing Loan Document shall continue under the corresponding Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; provided that, such collateral documents shall, to the extent amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is or otherwise replaced on the Closing Date, be evidenced by such amended and restated or replacement collateral documents from and after the Closing Date, and (e) all references in connection with the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. On the Closing Date, the revolving credit extensions and revolving credit commitments made by the lenders under the Existing Credit Agreement shall be reallocated and restated among the Lenders so that, as of the Closing Date, the Revolving Credit Commitments of the Lenders shall be as set forth on Schedule 1.1(B).
(b) The parties hereto further acknowledge and agree that this Agreement is given as a substitution of, constitutes an amendment to the Existing Credit Agreement made under and not as a payment of, in accordance with the indebtedness, liabilities and obligations terms of Section 12.1 of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or Credit Agreement. This Agreement is intended to constitute, not a novation of the Existing Credit Agreement or of any the credit facilities, indebtedness and other obligations under the Existing Credit Agreement. It is the intent of the other parties to amend and restate the Existing Loan Documents Credit Agreement and the credit facilities provided thereunder, without novation or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunderinterruption.
Appears in 1 contract
Amendment and Restatement. This Agreement amends and restates in its entirety the Original Credit Agreement and the rights and obligations of the parties under the Original Credit Agreement shall be subsumed within and be governed by this Agreement. Each of the parties hereto hereby acknowledges and agrees that (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement)each “Swing Line Loan”, certain Lenders“Incremental Term Loan” and “Revolving Loan”, in each case, as lenders under the Existing Credit Agreementdefined in, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Dateand outstanding under, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Closing Date (if any) shall continue remain outstanding hereunder (with the existing Interest Periods therefor) and shall constitute the same Class of Loan hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to under the contrary in Section 10.6 of the Existing Original Credit Agreement, no other documents or instruments(b) the “Term Loan A-1 Loan” and “Term Loan A-2 Loan,” in each case as defined in, including any assignment agreementand outstanding under, the Original Credit Agreement on the Closing Date shall remain outstanding hereunder, provided that as part of the amendments hereunder, certain “Term Loan A-1 Loans” shall be executedreclassified as “Term Loan A-2 Loans,” (c) each “Letter of Credit” (as defined in the Original Credit Agreement) issued under the Original Credit Agreement and outstanding on the Closing Date shall constitute a Letter of Credit hereunder and (d) all “Obligations” (as defined in the Original Credit Agreement) and “Secured Obligations” (as defined in the Original Credit Agreement) shall constitute Obligations and Secured Obligations hereunder, and no fees payable this Agreement shall not be deemed to satisfy or waive, or evidence or result in a novation or repayment and reborrowing of, any of such Obligations. All references to the Administrative Agent, Original Credit Agreement in any Loan Document or other document or instrument delivered in connection with therewith shall constitute a reference to this Agreement. All obligations and rights of the assignments herein shall be payable. On the Effective DateLoan Parties, the Lenders shall make full cash settlement with and the Administrative Agent (as arising out of or relating to the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in period commencing on the unpaid balance of Loans and Letters of Credit outstanding Closing Date shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, governed by the terms and provisions of this Agreement; the Existing obligations of and rights of the Loan Parties, the Lenders and the Administrative Agent arising out of or relating to the period prior to the Closing Date shall continue to be governed by the Original Credit Agreement shall be and are hereby amended and restated in their entirety by without giving effect to the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of provided for herein (including all representations, warranties, covenants and other agreements contained in the Existing Original Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 1 contract
Sources: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective DateThe Company, the parties hereby Foreign Subsidiary Borrowers, the Lenders and the Administrative Agent agree that that, upon (i) the Original Commitments shall continue as Commitments hereunder execution and shall be reallocated to delivery of this Agreement by each of the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement parties hereto and (ii) satisfaction (or waiver by the Loans and Letters aforementioned parties) of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary conditions precedent set forth in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement5.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are hereby amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this . This Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, and shall not constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations Indebtedness created thereunder. From and after The commitments to extend credit of each Lender that is a party to the Effective Existing Credit Agreement shall, on the Closing Date, automatically be deemed amended and the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all existing Loans loans and letters of credit incurred under the Existing Credit Agreement which are outstanding Letters of Credit on the Closing Date shall continue as Loans and Letters of Credit hereunder.under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) any promissory note issued under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the promissory notes (if any) issued to such Lender under this Agreement, (e) any obligations under the “Fee Letters” (as defined in the Existing Credit Agreement) shall be of no further force and effect and such Fee Letters are hereby terminated, and (f) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Loan Obligations are equal to its Pro Rata Share of the aggregate Revolving Loan Obligations on the Closing Date and the Borrowers hereby agree to compensate each Lender for reasonable and documented costs and out-of-pocket expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Rate Loans on the terms and in the manner set forth in Section 4.4 hereof. Each Lender hereby confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Administrative Agent shall approve in its sole discretion, in connection with the amendment and restatement of the Existing Credit Agreement so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the Lenders (and, for the avoidance of doubt, such modifications may include the addition or removal of Loan Parties and other changes that are otherwise permitted by the Administrative Agent’s authority under or with respect to such existing Loan Documents or are consistent with changes in provisions included in this Agreement as compared to the provisions of the Existing Credit Agreement).
Appears in 1 contract
Sources: Credit Agreement (Woodward, Inc.)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective DateThe Loan Parties, the parties hereby Lenders and the Administrative Agent agree that that, upon (i) the Original Commitments shall continue as Commitments hereunder execution and shall be reallocated to delivery of this Agreement by each of the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement parties hereto and (ii) satisfaction (or waiver by the Loans and Letters aforementioned parties) of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary conditions precedent set forth in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement4.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are hereby amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this . This Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, and shall not constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations Debt created thereunder. From and after The commitments to extend credit of each Lender that is a party to the Effective Existing Credit Agreement shall, on the Closing Date, automatically be deemed amended and the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all existing Loans and loans incurred under the Existing Credit Agreement which are outstanding Letters of Credit on the Closing Date shall continue as Loans under (and Letters shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) any “Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Note (if any) issued to such Lender under this Agreement and (e) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitment of the Lenders hereunder, and each Lender hereby waives its right to receive any compensation or reimbursement pursuant to Section 3.4 hereof for any breakage costs incurred by such Lender in connection with the sale or assignment of any Term SOFR Loans that may be required under this clause (e). Each ▇▇▇▇▇▇ ▇▇▇▇▇▇ confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Administrative Agent shall approve in its sole discretion, in connection with the amendment and restatement of the Existing Credit Agreement so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the Lenders (and, for the avoidance of doubt, such modifications may include the addition of Loan Parties and other changes that are otherwise permitted by the Administrative Agent’s authority under or with respect to such existing Loan Documents or are consistent with changes in provisions included in this Agreement as compared to the provisions of the Existing Credit Agreement).
Appears in 1 contract
Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto:
(a) As that certain Second Amended and Restated Credit Agreement dated as of March 23, 2021, among the Effective Date (immediately prior to Borrower, the effectiveness lenders identified therein and Bank of this Agreement), certain LendersAmerica, as lenders under administrative agent, swing line lender and L/C issuer (the “Existing Credit Agreement”) shall be amended and restated in its entirety by this Agreement (and this Agreement is not executed in novation of the Existing Credit Agreement, hold the Commitments );
(b) all Obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder;
(c) the Collateral Documents and the Liens created thereunder in favor of Bank of America, N.A., as set forth administrative agent for the benefit of the holders of the Obligations (as defined in Schedule 1.1A the Existing Credit Agreement) shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed;
(d) all references in the other Loan Documents to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender refer without further amendment to each other Lender, with the same force and effect as this Agreement;
(e) if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the any Revolving Loans and Letters of Credit are outstanding under the Existing Credit Agreement on the Effective Date Closing Date, then each Lender shall continue hereunder as if such make Revolving Loans or Letters on the Closing Date, the proceeds of Credit were originally made hereunder. Notwithstanding anything which shall be applied by the Administrative Agent to prepay the contrary in Section 10.6 of outstanding Revolving Loans under the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent an amount necessary such that immediately after giving effect thereto each Lender holds its Applicable Percentage (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance Revolving Facility) of Loans and the outstanding Revolving Loans;
(f) if any Letters of Credit or Swing Line Loans are outstanding under the Existing Credit Agreement on the Closing Date, then on the Closing Date the risk participations of the Lenders in each outstanding Letter of Credit and each outstanding Swing Line Loan shall be automatically reallocated such that the risk participation of each Lender in accordance each outstanding Letter of Credit and Swing Line Loan equals such Lender’s Applicable Percentage (with their Commitments as set forth on Schedule 1.1A.respect to the Revolving Facility) of each such Letter of Credit and Swing Line Loan; and
(cg) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent each Lender that is a party to the foregoing assignments Existing Credit Agreement immediately prior to the Closing Date waives, and agree that upon agrees not to demand from the effectiveness of this Agreement, the terms and provisions Borrower any claim under Section 3.05 of the Existing Credit Agreement shall be for any loss, cost and are hereby amended and restated in their entirety by expense attributable to the terms, conditions and provisions conversion of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document Eurodollar Rate Loans (as defined in the Existing Credit Agreement and referred Agreement) to herein, individually or collectively, as Term SOFR Loans on the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Closing Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 1 contract
Sources: Credit Agreement (Compass Group Diversified Holdings LLC)
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements under required pursuant to Section 10.06 of the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents consents, documents, or instruments, including any assignment agreementagreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Effective Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements, settlements each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Applicable Percentage shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(dc) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.07, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, (ii) hereunder and all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of any Person other than the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the and other Existing Prior Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans obligations of such Person hereunder, and Letters of Credit hereunder.151056736_7
Appears in 1 contract
Amendment and Restatement. On the Amendment Effective Date, this Agreement shall amend, restate and supersede the Existing Loan Agreement in its entirety, except as provided in this Section 13.13. On the Amendment Effective Date, the rights and obligations of the parties evidenced by the Existing Loan Agreement shall be evidenced by this Agreement and the other Financing Agreements and the grant of security interest in the Collateral by the relevant Borrowers and Guarantors under the Existing Loan Agreement and the other “Financing Agreements” (aas defined in the Existing Loan Agreement) shall continue hereunder but as amended by this Agreement and the other Financing Agreements, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Financing Agreements. All references to the Existing Loan Agreement in any Financing Agreement or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. As of the Amendment Effective Date Date, the rights and obligations of the parties under the Existing Loan Agreement shall be subsumed within and be governed by this Agreement. Each of the “Loans” (as defined in the Existing Loan Agreement) advanced by the existing Lenders and outstanding under the Existing Loan Agreement immediately prior to the effectiveness of this AgreementAgreement shall continue to be Loans hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of the Existing Loan Agreement through the Amendment Effective Date shall be calculated as of the Amendment Effective Date (pro rated in the case of any fractional periods), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement and shall be paid on the Amendment Effective Date. As of the Amendment Effective Date, the parties hereby agree that (i) Letters of Credit under the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments Existing Loan Agreement shall be deemed to be made in such amounts by Letters of Credit issued hereunder, and between the Borrowers hereby affirm their respective obligations thereunder. Without limiting the generality of the foregoing and to the extent necessary, the existing lenders, the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements Working Capital Agent reserve all of their rights under the Existing Credit Loan Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document “Financing Agreements” (as defined in the Existing Credit Loan Agreement) which by their express terms survive the termination of the Existing Loan Agreement and referred to herein, individually or collectively, each of the Guarantors hereby obligates itself again in respect of all such present and future “Obligations” (as defined in the “Existing Loan Documents”Agreement), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement . Nothing contained herein shall continue be construed as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of “Obligations” outstanding under and as defined in the other Existing Loan Documents or any obligations thereunder. From Agreement, which shall remain in full force and after the Effective Dateeffect, all existing Loans and outstanding Letters of Credit shall continue except as Loans and Letters of Credit hereundermodified hereby.
Appears in 1 contract
Amendment and Restatement. (a) As The Standby Letter of Credit Facility Agreement will, with effect from (and including) the Effective Date, be amended and restated in the form set out in schedule 4 so that the rights and obligations of the parties to this agreement relating to their performance under the Standby Letter of Credit Facility Agreement from (and including) the Effective Date (immediately prior to shall be governed by, and construed in accordance with, the effectiveness terms of this the Amended and Restated Standby Letter of Credit Facility Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously The parties to this agreement agree that, with the effectiveness of this Agreement on effect from (and including) the Effective Date, they shall have the rights and take on the obligations ascribed to them under the Amended and Restated Standby Letter of Credit Facility Agreement.
(c) Notwithstanding any other term of the Amended and Restated Standby Letter of Credit Facility Agreement, the parties hereby to this agreement agree that the letter referred to in schedule 3 paragraph 6.2 of this agreement (ithe “LC Amendment Request Letter”) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by a Utilisation Request for the purposes of the Amended and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Restated Standby Letter of Credit Facility Agreement and (ii) that accordingly the Loans Facility Agent will arrange for the delivery of the letter and Letters the revocation notice to The Society and Council of Credit outstanding under Lloyd’s in the Existing Credit Agreement forms attached to the LC Amendment Request Letter on the Effective Date shall continue hereunder as if date specified in the LC Amendment Request Letter (such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything date to the contrary in Section 10.6 of the Existing Credit Agreement, occur no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On earlier than the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(cclause 6.6(b) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Amended and Restated Standby Letter of Credit Agreement shall be and are hereby amended and restated in their entirety by Facility Agreement. With effect from the terms, conditions and provisions date of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From letter and after the Effective Daterevocation notice, all existing Loans references in the Amended and outstanding Letters Restated Standby Letter of Credit shall continue as Loans and Letters Facility Agreement to the Letter of Credit hereunderno. SBYB111000556 will be to such Letter of Credit as amended pursuant to such letter and revocation notice.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Hanover Insurance Group, Inc.)
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts outstanding under the Existing Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements under required pursuant to Section 10.06 of the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreementagreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Effective Closing Date, the Lenders shall make full cash settlement with each other and each Existing Lender that will not be a Lender after the Closing Date either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Agreement) such that after giving effect to such settlements, settlements each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Applicable Percentage shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The Each Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this AgreementAgreement and the assignments made in accordance with the immediately preceding clause (b), the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) . Notwithstanding anything in this amendment and restatement the Restatement of the Existing Credit Agreement, including anything in this Section 10.191.11, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower any Loan Party under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, (ii) as set forth herein, and all of the indebtedness, liabilities and obligations owing by of any Person other than a Loan Party under each the Existing Agreement and other Prior Loan Document Documents shall continue under the corresponding amended and restated Loan Document as obligations of such Person hereunder, as set forth herein, and (iiiii) each of this Agreement and the Notes and any other Existing Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower Borrowers under such the Existing Agreement or any Prior Loan Document, Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Prior Loan Documents or any obligations thereunder. From and after Upon the Effective Dateeffectiveness of this Agreement, all existing Loans owing by the Borrowers and outstanding Letters of Credit under the Existing Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder.
Appears in 1 contract
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit This Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the lenders or the administrative agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. The parties hereto agree that, including anything on the Restatement Date, the 13598911v3 following shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Section 10.19Agreement; (b) the Collateral Documents and the Liens created thereunder in favor of Bank of America, N.A., as administrative agent and in any other Loan Document Bank of America, National Association, acting through its Canada branch, as Canadian administrative agent, for the benefit of the holders of the Obligations (as defined in the Existing Credit Agreement Agreement) shall remain in full force and referred effect with respect to herein, individually or collectively, the Obligations (as the “Existing Loan Documents”), defined in this Agreement) and are hereby reaffirmed; (ic) all Loan Obligations under the Existing Credit Agreement outstanding on the Restatement Date shall in all respects be continuing and be deemed to Obligations outstanding hereunder; and (d) all references in the other Loan Documents to the Existing Credit 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 Credit Agreement made in accordance with Section 11.01 of the indebtednessExisting Credit Agreement. All loans and other obligations, liabilities including liens and obligations owing by security interests, of the Borrower Loan Parties outstanding as of the Restatement Date under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities be deemed to be loans and obligations owing by any Person under each Existing Loan Document shall continue outstanding under the corresponding amended and restated Loan Document and (iii) each facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of this Agreement and funds as are necessary in order that the outstanding balance of such loans, together with any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution ofextensions of credit made on the Restatement Date, and not as a payment of, reflect the indebtedness, liabilities and obligations Commitments of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit Lenders hereunder.
Appears in 1 contract
Sources: Credit Agreement (Pra Group Inc)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on On the Effective Date, the parties hereby agree that (i) Original Credit Agreement shall be amended, restated and superseded in its entirety by the terms and provisions of this Agreement. All Loans made and Obligations incurred under the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit which are outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of and Obligations under (and shall be governed by the terms of) this Agreement and the other Credit were originally made hereunderDocuments. Notwithstanding anything Without limiting the foregoing, upon the effectiveness hereof: (i) all references in the “Credit Documents” (as defined in the Original Credit Agreement) to the contrary in Section 10.6 of “Administrative Agent”, the Existing “Collateral Agent”, the “Credit Agreement, no other documents or instruments, including any assignment agreement, ” and the “Credit Documents” shall be executed, and no fees payable deemed to refer to the Administrative Agent, the Collateral Agent, this Agreement and the Credit Documents, (ii) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Credit Documents, (iii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Original Credit Agreement as are necessary in order that each such Lender’s Commitments and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the aggregate Commitments of the applicable Class on the Effective Date and (iv) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the assignments sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Original Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 2.16 hereof.
(b) Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be payable. On deemed or construed, to effect a novation of any liens or indebtedness under the Original Credit Agreement or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness and other “Obligations” evidenced by the Original Credit Agreement and the other “Credit Documents” as in effect prior to the Effective Date, (ii) the Lenders shall make full cash settlement with liability of any person under the Administrative Agent Original Credit Agreement or the “Credit Documents” executed and delivered in connection therewith, (as iii) the Administrative Agent may direct or approve) liability of any Person with respect to the Original Credit Agreement or any indebtedness or other obligations evidenced thereby, or (iv) any mortgages, deeds of trust, liens, security interests or contractual or legal rights securing all assignments, reallocations and other changes in Commitments, or any part of such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.indebtedness.
(c) The Borrower, All indemnification obligations of the Administrative Agent, the Issuing Lenders and the Lenders hereby consent Borrower pursuant to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions Original Credit Agreement (including any arising from a breach of the Existing Credit Agreement representations thereunder) shall be and are hereby amended and restated in their entirety by survive the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Original Credit Agreement and referred pursuant to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunderAgreement.
Appears in 1 contract
Sources: Credit Agreement (Scansource, Inc.)
Amendment and Restatement. (a) As 15.21.1 . Without in any way impairing the validity or enforceability of any Loan Document:
15.21.1 On the Effective Date (immediately prior to the effectiveness of this Agreement)Closing Date, certain Lenders, as lenders under the Existing Credit AgreementAgreement and each of the other related material “Loan Documents” as defined therein (collectively, hold the Commitments “Existing Loan Documents”) will be amended and restated in its entirety by this Agreement and the corresponding other Loan Documents, as applicable, and the Existing Loan Documents will thereafter be of no further force and effect; provided that this Agreement and the other Loan Documents are not intended to constitute a novation of the obligations and liabilities under the Existing Credit Agreement as but rather a restatement and continuation thereof pursuant to the terms set forth in Schedule 1.1A the applicable Loan Documents.
15.21.2 Each Borrower, the Agent, and the Lenders acknowledge that effective as of the Closing Date, all Existing Letters of Credit, if any, will constitute Letters of Credit under this Agreement with the same effect as if issued by the Issuing Bank at the request of Borrowers on the Closing Date. The Obligors, the Agent, and the Lenders further acknowledge that effective as of the Closing Date, all interest, fees, expenses, and other obligations under the Existing Credit Agreement and the other Existing Loan Documents, if any, that remain unpaid as of the effective time of this Agreement will continue and will be assumed by the Obligors and remain outstanding and payable under this Agreement and the other Loan Documents.
15.21.3 The terms and conditions of this Agreement and the Agent’s and Lenders’ rights and remedies under this Agreement and the other Loan Documents apply to all of the obligations, 152 #523895080_v3 including indemnification and reimbursement obligations, incurred under the Existing Loan Documents.
15.21.4 On and after the Closing Date, (a) all references to the Existing Credit Agreement in the Loan Documents (other than this Agreement) will be deemed to refer to the Existing Credit Agreement as amended and restated by this Agreement and (b) all references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (but not this Agreement) will be deemed amended, mutatis mutandis, to refer to the corresponding provisions of this Agreement.
15.21.5 Reference is made to the "Lenders" under the Existing Credit Agreement (the “Original Commitments”"Existing Lenders").
(b) Simultaneously . In connection with the effectiveness amendment and restatement hereunder, each of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Existing Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall will be deemed to be made in such amounts by have assigned its right, title and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements interest under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the other Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything Loan Documents to the contrary in Section 10.6 of Agent and the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, Agent shall be executeddeemed to have assigned such right, title and interests to the Lenders hereunder, and no fees payable to the Administrative Agent, in connection with the assignments herein such Lenders shall be payable. On the Effective Datedeemed to have assumed and accepted such right, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to title and interest, all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Lender shall be in accordance with their hold its Revolver Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement1.2 hereto.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Commercial Vehicle Group, Inc.)
Amendment and Restatement. The parties hereto agree to use ------------------------- reasonable efforts to accomplish the matters set forth in the recitals at the beginning of this Agreement and, without limitation, agree to the following:
(a) As For each Lender which has an Existing AGH Note, (i) the Borrower shall execute incremental promissory notes (the "Incremental Notes") in such amounts and payable to such of such Lenders that with the Effective Date Existing AGH Notes payable to such Lenders will provide for each such Lender Notes which have an aggregate stated principal amount equal to such Lender's respective Commitments, and (immediately prior to ii) the effectiveness of this Agreement)Borrower will execute a Revolving Note, certain Lendersa Term A Note and/or a Term B Note, as lenders under applicable, payable to such Lender in the amount of such Lender's respective Commitments which Note or Notes
(i) will replace in its entirety the Existing Credit AgreementAGH Note, hold and, if such Lender also has an Incremental Note, consolidate such Lender's Incremental Note with its Existing AGH Note and (ii) constitute the Commitments under Note or Notes the Existing Credit Agreement Borrower is obligated to deliver to such Lender as set forth provided in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”)Sections 2.02(g) and 3.01.
(b) Simultaneously with the effectiveness For each Lender which does not require such a consolidation of this Agreement on the Effective DateNotes, the parties hereby agree that Borrower will deliver to such Lender the Note or Notes as provided in Sections 2.02(g) and 3.01.
(ic) Within a reasonable period of time following the Original Commitments shall continue as Commitments hereunder and shall be reallocated to Closing Date at the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to Borrower's cost the Administrative Agent, together, if necessary, with Bank One, Texas, N.A., in connection with its capacity as administrative agent under the assignments herein Existing AGH Credit Agreement prior to its amendment and restatement by this Agreement shall be payable. On amend the Effective Date, Florida Liens to reflect the Lenders shall make full cash settlement with change in the Person acting as Administrative Agent (as and all other matters reasonably requested by the Administrative Agent may direct Borrower or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, all in documentation reasonably acceptable to the Issuing Lenders Administrative Agent and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this AgreementBorrower.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Meristar Hospitality Corp)
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts outstanding under the Existing Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements under required pursuant to Section 10.06 of the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreementagreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Effective Closing Date, the Lenders shall make full cash settlement with each other and each Existing Lender that will not be a Lender after the Closing Date either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Agreement) such that after giving effect to such settlements, settlements each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Applicable Percentage shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The Each Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this AgreementAgreement and the assignments made in accordance with the immediately preceding clause (b), the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) . Notwithstanding anything in this amendment and restatement the Restatement of the Existing Credit Agreement, including anything in this Section 10.191.11, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower any Loan Party under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, (ii) as set forth herein, and all of the indebtedness, liabilities and obligations owing by of any Person other than a Loan Party under each the Existing Agreement and other Prior Loan Document Documents shall continue under the corresponding amended and restated Loan Document as obligations of such Person hereunder, as set forth herein, and (iiiii) each of this Agreement and the Notes and any other Existing Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower Borrowers under such the Existing Agreement or any Prior Loan Document, Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Prior Loan Documents or any obligations thereunder. From and after Upon the Effective Dateeffectiveness of this Agreement, all existing Loans owing by the Borrowers and outstanding Letters of Credit under the Existing Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder. Base Rate Loans under the Existing Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurocurrency Rate Loans outstanding under the Existing Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurocurrency Rate Loans under this Agreement and accrue interest at the Eurocurrency Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of Applicable Rate in Section 1.01, without regard to any margin applicable thereto under the Existing Agreement prior to the Closing Date.
Appears in 1 contract
Amendment and Restatement. (a) As This Guarantee is an amendment and restatement of that certain Guarantee Agreement dated November 28, 2006, by each of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 Subsidiaries of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, Borrower party thereto in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with favor of the Administrative Agent (as under that certain Credit Agreement dated November 28, 2006, by and among the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, Bank of America, N.A., as Syndication Agent for the Issuing Lenders revolving loans thereunder and the lenders party thereto. END OF TEXT EXHIBIT 1.01B FORM OF PROMISSORY NOTE Exhibit 1.01B-1 Exhibit 1.01B AMENDED AND RESTATED REVOLVING PROMISSORY NOTE $ November ___, 2009 FOR VALUE RECEIVED, the undersigned, SERVICE CORPORATION INTERNATIONAL, a Texas corporation, the Borrower under that certain Amended and Restated Revolving Credit Agreement dated as of November ___, 2009 (as may be amended or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Lenders hereby consent named therein and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, HEREBY PROMISES TO PAY to the foregoing assignments and agree that upon the effectiveness order of this Agreement(“Lender”), the terms and provisions of amount as may be advanced from time to time under the Existing Credit Agreement shall be and are hereby amended and restated in their entirety by the terms, conditions Lender in accordance with such Lender’s Commitment outstanding from time to time. All capitalized terms used herein and provisions of this Agreement, and not otherwise defined shall have the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (meanings as defined in the Existing Credit Agreement Agreement. The Borrower promises to pay interest on the unpaid principal amount of this Note outstanding from time to time from the date hereof until the principal amount hereof has been paid in full and referred to hereinthe Commitments are terminated, individually or collectively, at the place and at such times and at such interest rates as are specified in the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing Credit Agreement. Payments made by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all in respect of the indebtednessamounts due hereunder shall be allocated to the Lender by the Administrative Agent on the terms specified in the Credit Agreement. This Note is one of the Notes in respect of the Revolving Loans referred to in, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under this Note and all provisions herein are entitled to the corresponding amended benefits of, the Credit Agreement, which such Notes amend and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated restate in their entirety those certain revolving promissory notes executed in connection with this that certain Credit Agreement is given dated November 28, 2006, by and among the Borrower, the Administrative Agent, Bank of America, N.A., as a substitution ofSyndication Agent for the revolving loans thereunder and the lenders party thereto. The Credit Agreement, among other things, (a) provides for the making of Revolving Loans by the Lender and other Lenders to the Borrower from time to time, and not as a payment of, the indebtedness, liabilities and obligations (b) contains provisions for acceleration of the Borrower under such Existing Loan Documentmaturity hereof upon the happening of certain stated events, for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified, and neither for limitations on the execution and delivery amount of interest paid such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation that no provision of the Existing Credit Agreement or this Note shall require the payment or permit the collection of any interest in excess of the other Existing Loan Documents Maximum Rate. The Borrower and any and all endorsers, guarantors and sureties severally waive grace (except to the extent expressly provided in the Credit Agreement), demand, presentment for payment, notice of dishonor or default, acceleration, intent to accelerate, protest and notice of protest and diligence in collecting and bringing of suit against any obligations thereunderparty hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. From This Note shall be governed by and after construed under the Effective Date, all existing Loans laws of the State of Texas and outstanding Letters the applicable laws of the United States of America. Credit shall continue as Loans and Letters of Credit hereunder.Agreement Exhibit 1.01B
Appears in 1 contract
Sources: Revolving Credit Agreement
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Datedate hereof, the parties hereto hereby agree that (i) the Original Revolving Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01 and the portion of Revolving Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Revolving Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Lenders and from each Revolving Lender to each other Revolving Lender, with the same force and effect as if such assignments were evidenced by assignment agreements applicable Assignment and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement Agreement, and (ii) the Domestic Term Loan Commitments shall be zero and the portion of Domestic Term Loans and Letters of (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on shall be reallocated in accordance with each Domestic Term Loan Lender’s Applicable Percentage set forth in Schedule 2.01 and the Effective Date requisite assignments shall continue hereunder be deemed to be made in such amounts by and between the Domestic Term Loan Lenders and from each Domestic Term Loan Lender to each other Domestic Term Loan Lender, with the same force and effect as if such Loans or Letters of assignments were evidenced by applicable Assignment and Assumptions (as defined in the Existing Credit were originally made hereunderAgreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreementAssignment and Assumption, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Effective Closing Date, the Revolving Lenders and the Domestic Term Loan Lenders, respectively, shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements, settlements each Revolving Lender’s pro rata basis in Applicable Revolving Percentage and each Domestic Term Loan Lender’s Pro Rata Share of the unpaid balance of Domestic Term Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The BorrowerBorrowers, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) . Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.01, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), ) (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the and other Existing Loan Documents or any obligations thereunder. From and after outstanding as of the Effective Date, all existing Loans and outstanding Letters of Credit Closing Date shall continue as Loans and Letters of Credit Obligations hereunder., and
Appears in 1 contract
Sources: Credit Agreement
Amendment and Restatement. The parties hereto agree to use ------------------------- reasonable efforts to accomplish the matters set forth in the recitals at the beginning of this Agreement and, without limitation, agree to the following:
(a) As The Borrower shall execute Notes (the "Incremental Notes") in such amounts and payable to such of the Effective Date (immediately prior Banks that with the Existing Notes payable to the effectiveness of this Agreement)Banks will provide for each Bank a Note or Notes which have an aggregate stated principal amount equal to such Bank's Commitment. For each Bank which has only an Incremental Note, certain Lenders, such Incremental Note shall constitute the Note the Borrower is obligated to deliver to such Bank as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth provided in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”)Section 3.01.
(b) Simultaneously with the effectiveness of this Agreement on the Effective DateFor each Bank which has an Existing Note, the parties hereby agree that Borrower will execute a Note payable to such Bank in the amount of such Bank's Commitment which Note (i) will replace in its entirety the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other LenderExisting Note, with the same force and effect as and, if such assignments were evidenced by assignment agreements under the Bank also has an Incremental Note, consolidate such Bank's Incremental Note with its Existing Credit Agreement Note and (ii) constitute the Loans and Letters of Credit outstanding under Note the Existing Credit Agreement on the Effective Date shall continue hereunder Borrower is obligated to deliver to such Bank as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary provided in Section 10.6 3.01.
(c) Within a reasonable period of time following the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to Closing Date at the Borrower's cost the Administrative Agent, together with Bank One, Texas, N.A., in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (its capacity as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower administrative agent under the Existing Credit Agreement shall continue as Obligations hereunder(i) release the Liens securing the Existing Credit Documents except for the Florida Liens, including without limitation executing releases of liens to be placed in the appropriate real estate records, executing appropriate UCC-3 termination financing statements and delivering to those Persons involved in the cash management system under the Existing Credit Documents letters reflecting that the Liens and rights provided for in such system have been terminated and (ii) all of amend the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under Florida Liens to reflect that the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of Obligations have been increased from the Existing Credit Agreement or of Documents without any of change in the other Existing Loan Documents or any obligations thereunder. From and after limitations on recovery set forth in the Effective DateFlorida Liens, all existing Loans in documentation reasonably acceptable to the Agents and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunderthe Borrower.
Appears in 1 contract
Sources: Senior Unsecured Credit Agreement (American General Hospitality Corp)
Amendment and Restatement. In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent, the L/C Issuer and the Lenders:
(a) As of the Effective Date (immediately prior to Upon the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments shall be as set forth in Schedule 2.01 and simultaneously with such effectiveness the portion of Loans outstanding under the Existing Credit Agreement as set forth in Schedule 1.1A immediately prior to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the such effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments to effect such reallocation shall be deemed to be have been made in such amounts by and between the applicable Lenders and from each assignor Lender to each other the corresponding assignee Lender, with the same force and effect as if each such assignments were assignment was evidenced by assignment agreements under an Assignment and Assumption (as defined in the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement). Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreementAssignment and Assumption, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the such assignments herein (all of which requirements are hereby waived), and each such assignment shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Effective Closing Date, the Lenders each assignee Lender shall make full cash settlement with each corresponding assignor Lender, either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, such assignments and reallocations and other changes in Commitments, such that after giving effect to such settlements, settlements each Lender’s pro rata basis in the unpaid balance of Loans Commitments and Letters of Credit outstanding Applicable Percentage shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon Upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations (as defined in the Existing Credit Agreement), the rights and interests of the administrative agent and the lenders under the Existing Credit Agreement and any terms, conditions or matters related to any thereof, shall be and hereby are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) . Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.01, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower any Person under the Existing Credit Agreement and other Existing Loan Documents outstanding as of the Closing Date shall continue as Obligations hereunder and all obligations under swap contracts and in relation to cash management agreements existing on the Closing Date shall continue as Secured Cash Management Agreements and Secured Hedge Agreements hereunder, and (ii) all of neither the indebtedness, liabilities execution and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each delivery of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given (as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents defined herein) nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after thereunder outstanding as of the Effective Closing Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 1 contract
Sources: Credit Agreement (Intersections Inc)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement)The parties hereto agree that, certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments following transactions shall be deemed to be made in such amounts occur automatically, without further action by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and any party hereto: (iia) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby deemed to be amended and restated in their its entirety by the terms, conditions and provisions of pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to Secured Obligations outstanding hereunder; (c) the guarantees made to the Lenders, each Affiliate of a Lender that enters into a Swap Contract or a Cash Management Agreement and the terms and provisions of Administrative Agent pursuant to the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; (d) Notwithstanding anything the Collateral Documents and the Liens created thereunder in this amendment and restatement favor of ▇▇▇▇▇ Fargo, as Administrative Agent for the benefit of the Existing Credit Agreement, including anything holders of the obligations as assigned to Bank of America as Administrative Agent and securing the Secured Obligations shall remain in this Section 10.19, full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (e) all references in any the other Loan Document (as defined in Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. On the Closing Date, the revolving credit extensions and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing Revolving Commitments made by the Borrower Lenders under the Existing Credit Agreement shall continue be re-allocated and restated among the Lenders so that, and revolving credit extensions and Revolving Commitments shall be made by the Lenders so that, as Obligations hereunder, (ii) all of the indebtednessClosing Date, liabilities the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b). The parties hereto further acknowledge and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and any other Existing Loan Document that is amended and restated in connection accordance with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations terms of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation Section 9.1 of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunderAgreement.
Appears in 1 contract
Sources: Credit Agreement (Aerojet Rocketdyne Holdings, Inc.)
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements under required pursuant to Section 11.07 of the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 11.07 of the Existing Credit Agreement or Section 11.07 of this Agreement, no other documents consents, documents, or instruments, including any assignment agreementagreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Effective Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements, settlements each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Applicable Percentage shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The BorrowerBorrowers, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(dc) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.13, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower Borrowers under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, (ii) hereunder and all of the indebtedness, liabilities and obligations owing by of any Person other than the Borrowers under each the Existing Credit Agreement and other Prior Loan Document Documents shall continue under the corresponding amended and restated Loan Document as obligations of such Person hereunder, and (iiiii) each of this Agreement and the Notes and any other Existing Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such the Existing Credit Agreement or any Prior Loan Document, Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Prior Loan Documents or any obligations thereunder. From and after Upon the Effective Dateeffectiveness of this Agreement, all existing Loans owing by the Borrowers and outstanding Letters of under the Existing Credit Agreement shall continue as Loans hereunder and Letters shall constitute advances hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurocurrency Rate Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurocurrency Rate Loans under this Agreement and accrue interest at the Eurocurrency Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under the Existing Credit hereunderAgreement prior to the Closing Date.
Appears in 1 contract
Sources: Credit Agreement (Vontier Corp)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit This Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this constitutes an amendment and restatement of the Existing Credit Agreement, including anything in effective from and after the Effective Date. The execution and delivery of this Section 10.19Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement. On the Effective Date, and in any other Loan Document (as defined the credit facility described in the Existing Credit Agreement shall be amended, supplemented, modified and referred to restated in its entirety by the facility described herein, individually or collectively, as the “Existing Loan Documents”), (i) and all loans and other obligations of the indebtedness, liabilities and obligations owing by the Borrower outstanding as of such date under the Existing Credit Agreement shall continue be deemed to be loans and obligations outstanding under the facility described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as Obligations hereunder, (ii) all are necessary in order that the outstanding balance of the indebtednessLoans, liabilities and obligations owing by together with any Person under each Existing Loan Document shall continue under Loans funded on the corresponding amended and restated Loan Document and Effective Date, reflect the respective Commitments and/or Loans of the Lenders hereunder.
(iiib) each For the avoidance of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment ofdoubt, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended Lenders party to constitute, a novation of the Existing Credit Agreement or have agreed among themselves, if applicable, to reallocate their respective loans under the Existing Credit Agreement (the “Existing Loans”) as contemplated by this Agreement. On the Effective Date and after giving effect to such reallocation and adjustments, (x) the Commitments of any each Lender shall be set forth on Schedule I hereto and (y) after the funding of the other Existing Loan Documents or any obligations thereunder. From and after Loans on the Effective Date, all existing Loans and outstanding Letters each Lender shall own its Pro Rata Share of Credit shall continue as Loans and Letters of Credit hereunderthe Loans.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Southwest Gas Holdings, Inc.)
Amendment and Restatement. (a) As In order to facilitate the Restatement and otherwise to effectuate the desires of the Effective Date (immediately prior to Borrowers, the effectiveness of this Agreement), certain Administrative Agent and the Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) : Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that the Commitments as of the Closing Date shall be as set forth in Schedule 2.01 (ias in effect on the Closing Date) and the Original Commitments shall continue as Commitments hereunder portion of Loans and other Outstanding Amounts outstanding under the Existing Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements under required pursuant to Section 10.06 of the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreementagreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Effective Closing Date, the Lenders shall make full cash settlement with each other and each Existing Lender that will not be a Lender after the Closing Date either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Agreement) such that after giving effect to such settlements, settlements each Lender’s pro rata basis in Applicable Percentage as of the unpaid balance of Loans and Letters of Credit outstanding Closing Date shall be in accordance with their Commitments as set forth on Schedule 1.1A.
2.01 (c) The as in effect on the Closing Date). Each Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this AgreementAgreement and the assignments made in accordance with the immediately preceding clause (b), the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) . Notwithstanding anything in this amendment and restatement the Restatement of the Existing Credit Agreement, including anything in this Section 10.191.11, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower any Loan Party under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, (ii) as set forth herein, and all of the indebtedness, liabilities and obligations owing by of any Person other than a Loan Party under each the Existing Agreement and other Prior Loan Document Documents shall continue under the corresponding amended and restated Loan Document as obligations of such Person hereunder, as set forth herein, and (iiiii) each of this Agreement and the Notes and any other Existing Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower Borrowers under such the Existing Agreement or any Prior Loan Document, Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Prior Loan Documents or any obligations thereunder. From and after Upon the Effective Dateeffectiveness of this Agreement, all existing Loans owing by the Borrowers and outstanding Letters of Credit under the Existing Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder.
Appears in 1 contract
Amendment and Restatement. (a) As of On the Effective Date (immediately prior to i) this Agreement renews and extends (and does not release or novate) the effectiveness of this Agreement), certain Lenders, as lenders indebtedness and obligations outstanding under the Existing Credit Agreement, hold (ii) the Commitments commitments under the Existing Credit Agreement as set forth in Schedule 1.1A are renewed and replaced by the commitments to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments Borrower hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each all other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms covenants and provisions of the Existing Credit Agreement shall be and are hereby amended and restated in their entirety by the termsterminated, conditions and except provisions of this Agreement, and that expressly survive such termination pursuant to the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”)indemnification provisions, (iiii) all of Liens and guarantee agreements securing or benefiting the indebtednesscommitments, obligations and liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all and shall secure and benefit the Loans and other obligations and liabilities of the indebtednessLoan Parties under this Agreement, liabilities and obligations owing by any Person under (iv) each Existing Loan Document shall continue under that was in effect immediately prior to the corresponding amended and restated Loan Document and (iii) each date of this Agreement and shall continue to be effective and, unless the context otherwise requires, any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended reference to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereundercontained therein shall be deemed to refer to this Agreement. From and after the Effective Date, all existing Loans and outstanding Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement will be deemed outstanding under this Agreement and will be governed as if issued under this Agreement.
(b) The Lenders hereby waive any requirements for notice of prepayment and the payment of any related prepayment penalties, minimum amounts of prepayments of Loans (as defined in the Existing Credit Agreement), ratable reductions of the commitments of the Lenders under the Existing Credit Agreement and ratable payments on account of the principal or interest of any Loan (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to the extent such prepayment, reductions or payments are required pursuant thereto.
(c) After giving effect to this Agreement and any Borrowing made on the Effective Date, (a) each Lender who holds Loans in an aggregate amount less than its Pro Rata Percentage (after giving effect to this Agreement) of all Loans shall continue advance new Loans which shall be disbursed to the Administrative Agent and used to repay Loans outstanding to each Lender who holds Loans in an aggregate amount greater than its Pro Rata Percentage of all Loans, (b) each Lender’s participation in each Letter of Credit, if any, shall be automatically adjusted to equal its Pro Rata Percentage (after giving effect to this Agreement) and (c) such other adjustments shall be made as the Administrative Agent shall specify so that the Revolving Exposure applicable to each Lender equals its Pro Rata Percentage (after giving effect to this Agreement) of the aggregate Revolving Exposure of all Lenders. The Administrative Agent may make such reallocations, disbursements and fund transfers amongst the Lenders as it deems appropriate to effectuate the terms of this Agreement and to otherwise adjust and/or reconcile their respective allocations of the Loans resulting therefrom; provided, that in no event shall any such disbursement, reallocation or fund transfer be considered an extinguishment, novation or retirement of the indebtedness and obligations outstanding under the Existing Credit Agreement. The Borrower hereby confirms and agrees that it shall be required to make any break-funding payments which may be required under Section 2.12 of the Existing Credit Agreement resulting from the Loans and Letters of Credit hereunderadjustments described in this Section 10.1610.17.
Appears in 1 contract
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01 and the portion of Revolving Credit Loans and other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements under required pursuant to Section 10.06 of the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreementagreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Effective Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements, settlements each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Applicable Percentage shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The Each Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(dc) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.10, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Prior Loan 41 207163075_10 Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower any Loan Party under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, (ii) hereunder and all of the indebtedness, liabilities and obligations owing by of any Person other than a Loan Party under each the Existing Credit Agreement and other Prior Loan Document Documents shall continue under the corresponding amended and restated Loan Document as obligations of such Person hereunder, and (iiiii) each of this Agreement and the Notes and any other Existing Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower Borrowers under such the Existing Credit Agreement or any Prior Loan Document, Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Prior Loan Documents or any obligations thereunder. From and after Upon the Effective Dateeffectiveness of this Agreement, all existing Revolving Credit Loans owing by the Borrowers and outstanding under the Existing Credit Agreement shall continue as Revolving Credit Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Prior Loan Documents shall continue as Loans and Letters of Credit hereunder.. Upon the effectiveness of this Agreement, all Base Rate Loans under the Existing Credit Agreement shall continue hereunder and shall accrue interest at the Base Rate hereunder and all Term SOFR Loans and their related Interest Periods under the Existing Credit Agreement shall continue hereunder and shall accrue interest at Term SOFR hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of Applicable Rate in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. The parties hereby agree that the transactions contemplated under this Section 1.10 shall not give rise to any obligation of a Borrower to make any payment under Section 3.04 or 3.05
Appears in 1 contract
Sources: Fifth Amended and Restated Credit Agreement (Granite Construction Inc)
Amendment and Restatement. (a) As of On the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the parties hereby agree that Original Credit Agreement shall be amended and restated in its entirety in the form of this Agreement and (i) all references to the Original Commitments shall continue as Commitments hereunder and Credit Agreement in any Credit Document other than this Agreement (including in any amendment, waiver or consent) shall be reallocated deemed to refer to the Lenders on a pro rata basis Original Credit Agreement as amended and restated hereby, (ii) all references to any section (or subsection) of the Original Credit Agreement in accordance with their Commitments any Credit Document other than this Agreement shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (iii) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and the requisite assignments reimbursement of fees) shall be deemed to be made in such amounts by and between Lenders and from each Lender reference to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Original Credit Agreement as amended and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderrestated hereby. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments Letter of Credit Issuers acknowledge and agree that upon the effectiveness (i) all Letters of this Agreement, the terms Credit issued under and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Original Credit Agreement and referred to herein, individually or collectively, outstanding as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement Restatement Effective Date (if any) shall continue as Obligations hereunderLetters of Credit under this Agreement, (ii) all Secured Hedge Obligations under and as defined in the Original Credit Agreement that remain outstanding as of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document Restatement Effective Date shall continue under the corresponding amended and restated Loan Document as Secured Hedge Obligations for purposes of this Agreement and (iii) each all Secured Cash Management Obligations under and as defined in the Original Credit Agreement that remain outstanding as of the Restatement Effective Date shall continue as Secured Cash Management Obligations for purposes of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement. This Agreement is given as a substitution ofnot intended to constitute, and does not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing obligations and liabilities under the Original Credit Agreement (including the Obligations) or to evidence, and does not evidence, payment of all or any portion of such obligations and liabilities.
(b) On the Restatement Effective Date,(i) the Original Credit Agreement shall be of no further force and effect except to evidence the incurrence by any Credit Party of the other Existing Loan Documents “Obligations” under and as defined therein (whether or any obligations thereunder. From and after not such “Obligations” are contingent as of the Restatement Effective Date), (ii) all existing Loans “Obligations” under the Original Credit Agreement as of the Restatement Effective Date shall be deemed to be Obligations as defined herein (whether or not such “Obligations” are contingent as of the Restatement Effective Date) and outstanding Letters of (iii) all “Liens” (as defined in the Original Credit Agreement) granted under the Credit Documents shall continue to secure the Obligations as Loans and Letters of Credit hereunderdefined herein.
Appears in 1 contract
Sources: Credit Agreement (OneStream, Inc.)
Amendment and Restatement. (a) As On the Closing Date, the Original Credit Agreement shall be amended and restated in its entirety by this Agreement and (a) all references to the Original Credit Agreement in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Original Credit Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Effective Date Original Credit Agreement in any Loan Document (immediately prior but not herein) shall be amended to be, mutatis mutandis, references to the effectiveness corresponding provisions of this Agreement), certain Lenders(c) except as the context otherwise provides, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A all references to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that herein (iincluding for purposes of indemnification and reimbursement of fees) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender reference to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Original Credit Agreement as amended and restated hereby and (d) each of the Loan Parties hereby (i) reaffirms all of its obligations under each of the Loan Documents to which it is a party and (ii) acknowledges and agrees that subsequent to, and taking into account all of the Loans terms and conditions of the Agreement, each Loan Document to which it is a party shall remain in full force and effect in accordance with the terms thereof. Each of the Loan Parties, Lenders and Issuing Banks acknowledges and agrees that (A) all Letters of Credit outstanding issued under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Original Credit Agreement and referred to herein, individually or collectively, outstanding as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement Closing Date shall continue as Obligations hereunderLetters of Credit under this Agreement, (iiB) all Hedging Obligations under and as defined in the Original Credit Agreement that remain outstanding as of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document Closing Date shall continue as Hedging Obligations under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document (C) all Banking Services Obligations under and as defined in the Original Credit Agreement that is amended and restated in connection with remain outstanding as of the Closing Date shall continue as Banking Services Obligations under this Agreement. This Agreement is given as a substitution ofnot intended to constitute, and does not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing obligations and liabilities under the Original Credit Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and liabilities.
(b) On and after the Closing Date, (i) the Original Credit Agreement shall be of no further force and effect except to evidence the incurrence by any Loan Party of the “Obligations” and “Secured Obligations” under and as each term is defined therein (whether or not such “Obligations” and “Secured Obligations” are contingent as of the Closing Date), (ii) all “Obligations” and “Secured Obligations” under the Original Credit Agreement as of the Closing Date shall be deemed to be Obligations and Secured Obligations outstanding under this Agreement (whether or not such “Obligations” and “Secured Obligations” are contingent as of the Closing Date) and (iii) all “Liens” (as defined in the Original Credit Agreement) granted under the Loan Documents shall continue to secure the Obligations and Secured Obligations under this Agreement.
(c) With respect to any “Lender” party to (and as defined in) the Original Credit Agreement who has elected not to become a Lender under this Agreement (a “Departing Lender”’), the parties hereto agree that any assignment by such Departing Lender of its “Commitments” and/or “Obligations” (as such terms are defined in the Original Credit Agreement) to the Lenders hereunder through a letter agreement in a form approved by Administrative Agent shall be effective notwithstanding any other provisions of the Original Credit Agreement or this Agreement to the contrary. After giving effect to any change to a Lender’s Revolving Commitment upon execution of any this Agreement, it may be the case that the outstanding Revolving Exposure is not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the Closing Date, each of the other Existing Loan Documents or parties hereto agrees that Administrative Agent may take any obligations thereunder. From and after all actions as may be reasonably necessary to ensure that, upon the Effective DateClosing Date and the execution of this Agreement, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereundereach Lender shares in the aggregate Revolving Exposure based on its Pro Rata Percentage.
Appears in 1 contract
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under This Agreement amends and restates the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties its entirety. Borrower hereby agree agrees that (ia) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements Debt outstanding under the Existing Credit Agreement and the Loan Documents (ii) the Loans and Letters of Credit outstanding under as defined in the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of Agreement; together with the Existing Credit Agreement, no other documents or instruments, including any assignment agreementthe "Existing Credit Documents") and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be executeddeemed to be outstanding under and governed by this Agreement. Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and no fees payable shall not be deemed or construed to be, a novation or release of the Existing Credit Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the Administrative Agentextent that any such prepayment, in connection with the assignments herein shall be payable. On the Effective Datereductions or payments are required to ensure that, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms loans of the Lenders shall be outstanding on a ratable basis in accordance with their respective Pro Rata Share. Each Lender hereby authorizes Administrative Agent and provisions Borrower to request Borrowings from Lenders, to make prepayment of the loans under the Existing Credit Agreement shall be Documents and are hereby amended and restated to reduce the commitments under the Existing Credit Documents among Lenders in their entirety by order to ensure that, upon the terms, conditions and provisions effectiveness of this Agreement, and the terms and provisions loans of the Existing Credit Agreement, except as otherwise expressly provided herein, Lenders shall be superseded by this Agreementoutstanding on a ratable basis in accordance with their respective Pro Rata Share.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 1 contract
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Datedate hereof, the parties hereby agree that (i) the Original Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01 and the portion of Loans outstanding under the Existing Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements applicable Assignment Agreements (as defined in the Existing Agreement) under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 15.6 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreementAssignment Agreement or any Assignment and Assumption, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment Agreement. On the Effective Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Agreement) such that after giving effect to such settlements, settlements each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Applicable Percentage shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The BorrowerBorrowers, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(dc) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.01, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower any Person under the Existing Credit Agreement and other Existing Loan Documents shall continue as Obligations hereunder, and (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents this Agreement and the Notes and any other Loan Document (as defined herein) nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 1 contract
Amendment and Restatement. Except as expressly set forth herein, it is the intention of each of the parties hereto that:
(a) As this Agreement shall not constitute a novation of the Effective obligations and liabilities of the parties under the Original Credit Facility Agreement or the other Original Finance Documents as in effect prior to the Upsize Closing Date and all such obligations and liabilities are in all respects continued and remain outstanding as of the Upsize Closing Date (including, without limitation, all Liens and security interests in the Collateral created under the Security Documents) as provided in this Agreement;
(b) this Agreement (including all exhibits and schedules attached hereto) shall amend, restate, replace and supersede in its entirety the Original Credit Facility Agreement (including all exhibits and schedules attached thereto) on the Upsize Closing Date and the Original Credit Facility Agreement (including all Exhibits and Schedules attached thereto) thereafter shall be of no further force and effect, except (i) to evidence (A) the incurrence by the Borrower of the Borrower’s obligations, whether or not such obligations are contingent as of the Upsize Closing Date and (B) the representations and warranties made by the Borrower prior to the Upsize 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 Upsize Closing Date) and (ii) with respect to the rights, privileges, immunities and indemnities of the Credit Facility Agent relating to events or circumstances arising in the period prior to the Upsize Closing Date, which shall survive;
(c) this Agreement constitutes an amendment of the Original Credit Facility Agreement made under and in accordance with the terms of Section 11.01 of the Original Credit Facility Agreement and, in connection therewith, the amendments set forth herein shall be binding upon all of the parties to the Original Credit Facility Agreement with the written consent of the Credit Facility Agent immediately prior to giving effect to this Agreement on the Upsize Closing Date;
(d) from and after the Upsize Closing Date, all references to the “Credit Facility Agreement” contained in the Finance Documents (including all exhibits, schedules, annexes and other attachments attached hereto) shall be deemed to refer to this Agreement and all references to any section (or subsection) of the “Credit Facility Agreement” in any other Finance Document shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement; and
(e) all Loan Obligations (as modified by this Agreement on the Upsize Closing Date) continue to be valid, enforceable and in full force and effect and not be impaired, in any respect, by the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 1 contract
Amendment and Restatement. (a) As Subject to the satisfaction of the Effective Date (immediately prior condition to the effectiveness of this Agreement)referred to in Section 2 below, certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement is hereby amended and restated in its entirety as the document attached hereto as Annex A (the “Amended and Restated Credit Agreement”; all capitalized terms defined in the Amended and Restated Credit Agreement and not otherwise defined herein to have the meanings assigned thereto in the Amended and Restated Credit Agreement), and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Original Security Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are is hereby amended and restated in their its entirety by as the terms, conditions document attached hereto as Annex B (the “Amended and provisions of this Restated Security Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this ”). The amendment and restatement of the Existing Original Credit Agreement does not serve to effect a novation of the “Obligations” under (and as such term is defined in) the Original Credit Agreement and does not extinguish the outstanding Obligations; rather it is meant to, and the parties hereby do, reaffirm such Obligations as amended hereby. The amendment and restatement of the Original Security Agreement is not intended to, and shall not, affect the continuing security interests granted thereunder, each of which continues without interruption notwithstanding such amendment and restatement. Effective upon the effectiveness of such amendment and restatement of the Original Credit Agreement (i) GE Capital hereby resigns as Administrative Agent with the effect provided in Section 10.9(b) of the Amended and Restated Credit Agreement, including anything including, without limitation, the continuation of the benefits of the Loan Documents in this Section 10.19its capacity as Administrative Agent for actions taken or omitted to be taken while GE Capital was, and in any other Loan Document (or because such Administrative Agent was validly acting as defined in Administrative Agent under the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all the Required Lenders hereby appoint the New Administrative Agent and consent to the resignation of GE Capital as Administrative Agent with the effect provided in Section 10.9(b) of the indebtednessAmended and Restated Credit Agreement, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement the New Administrative Agent hereby accepts such appointment and any other Existing Loan Document that is amended assumes from and restated in connection with this Agreement is given as a substitution ofafter such effectiveness, and not as a payment ofall rights, the indebtedness, liabilities duties and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunderAdministrative Agent.
Appears in 1 contract
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Datedate hereof, the parties hereto hereby agree that (i) the Original Revolving Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01 and the portion of Revolving Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Revolving Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Lenders and from each Revolving Lender to each other Revolving Lender, with the same force and effect as if such assignments were evidenced by assignment agreements applicable Assignment and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement Agreement, and (ii) the Domestic Term Loan Commitments shall be zero and the portion of Domestic Term Loans and Letters of (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on shall be reallocated in accordance with each Domestic Term Loan Lender’s Applicable Percentage set forth in Schedule 2.01 and the Effective Date requisite assignments shall continue hereunder be deemed to be made in such amounts by and between the Domestic Term Loan Lenders and from each Domestic Term Loan Lender to each other Domestic Term Loan Lender, with the same force and effect as if such Loans or Letters of assignments were evidenced by applicable Assignment and Assumptions (as defined in the Existing Credit were originally made hereunderAgreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreementAssignment and Assumption, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Effective Closing Date, the Revolving Lenders and the Domestic Term Loan Lenders, respectively, shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements, settlements each Revolving Lender’s pro rata basis in Applicable Revolving Percentage and each Domestic Term Loan Lender’s Pro Rata Share of the unpaid balance of Domestic Term Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The BorrowerBorrowers, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) . Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.01, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), ) (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each the Existing Credit Agreement and other Existing Loan Document Documents outstanding as of the Closing Date shall continue under the corresponding amended and restated Loan Document as Obligations hereunder, and (iiiii) each neither the execution and delivery of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given (as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents defined herein) nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderthereunder outstanding as of the Closing Date. From Notwithstanding the foregoing, each Lender holding a Note issued under the Existing Credit Agreement (the “Existing Notes”) hereby agrees that it is accepting a Note or Notes hereunder in substitution of its Existing Note(s) and after such Existing Note(s) shall be destroyed and the Effective terms thereof shall be null and void. On the Closing Date, the Interest Periods for all Eurocurrency Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrowers shall pay all accrued interest with respect to such Loans, and the Borrowers shall furnish to the Administrative Agent Loan Notices selecting the interest rates for existing Loans and outstanding Letters Loans. The Existing Lenders agree that the transactions contemplated under this Section 1.01 shall not give rise to any obligation of any Borrower to make any payment under Section 3.04 or 3.05 of the Existing Credit shall continue as Loans and Letters of Credit hereunderAgreement.
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Amendment and Restatement. In order to facilitate the amendment and restatement contemplated by this Agreement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders:
(a) As of the Effective Date close of business on February 1, 2010, the entire outstanding balance of the Loan (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under defined in the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement ) was held by Bank of America and The Private Bank (the “Original Commitments”or their participants).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, but immediately prior to giving effect to Section 1.01(e), the parties hereby agree that (i) the Original Commitments Applicable Revolving Credit Percentages of each of the Lenders shall continue be the Revolving Credit Applicable Percentage as Commitments hereunder and set forth on Schedule 2.01 opposite such Lender’s name, (ii) the outstanding principal balance of the Loan (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments as outstanding Loans hereunder, and (iii) the requisite assignments shall be deemed to be made in such amounts by and between among the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions, but without the payment of any related assignment agreements under the Existing Credit Agreement fee.
(c) The parties hereby consent to all reallocations and (iiassignments effected pursuant to Section 1.01(b) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans waive any requirement for any other document or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instrumentsinstrument, including any assignment agreementAssignment and Assumption, shall be executed, and no fees payable necessary to the Administrative Agent, in connection with the assignments herein shall be payablegive effect to any reallocation or assignment. On the Effective Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, assignments and reallocations and other changes as reflected in Commitments, this Section 1.01 such that after giving effect to such settlements, settlements each Lender’s pro rata basis in Applicable Revolving Credit Percentage equals (with customary rounding) its Applicable Percentage of the unpaid balance Outstanding Amount of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.all Loans.
(cd) The BorrowerBorrowers, the Administrative Agent, the Issuing Lenders Agent and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(de) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in of any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower to any Person under the Existing Credit Agreement and other Existing Loan Documents shall continue as Obligations hereunder, and (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement Agreement, the Revolving Credit Notes and any other Existing Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower Borrowers under such the Existing Credit Agreement or any Existing Loan Document, Documents and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after Upon the Effective Dateeffectiveness of this Agreement, all existing Loans owing by the Borrowers and outstanding Letters of under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement shall continue as Letters of Credit hereunder. “Loans” under the Existing Credit Agreement accruing interest at the “BBA LIBOR Daily Floating Rate” under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the “Interest Periods” for all “LIBOR Loans” outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurodollar Rate Loans under this Agreement and accrue interest at the Eurodollar Rate hereunder (with any changes in the Applicable Rate effected hereunder becoming effective as of the Closing Date); provided that on and after the Closing Date the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of Applicable Rate below, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date.
Appears in 1 contract
Amendment and Restatement. (a) As On the ARCA Effective Date, without further action by any of the Effective Date parties to the Original Credit Agreement, (immediately i) the Original Credit Agreement (excluding the exhibits thereto) will be automatically amended and restated to read as this Agreement reads, (ii) each of the schedules to the Original Credit Agreement will be replaced by the revised schedules delivered to the Administrative Agent on or prior to the effectiveness ARCA Effective Date, and (iii) Exhibits H-1 and H-2 will be replaced by revised Exhibits H-1 and H-2 delivered to the Administrative Agent on or prior to the ARCA Effective Date, and Exhibit H-3 will be added, in each case as delivered by the Borrower pursuant to the Amendment and Restatement and Joinder Agreement. On and after the ARCA Effective Date, the rights and obligations of this Agreement), certain Lenders, as lenders under all Lenders and the Existing Credit Agreement, hold other parties hereto shall be governed by the Commitments under provisions hereof; provided that the Existing rights and obligations of the parties to the Original Credit Agreement as set forth in Schedule 1.1A with respect to the Existing Credit Agreement (period before the “Original Commitments”)ARCA Effective Date shall continue to be governed by the provision thereof as in effect before the ARCA Effective Date.
(b) Simultaneously It is the intention of each of the parties hereto and each Lender that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and that all Indebtedness and Obligations of the Loan Parties hereunder and thereunder shall be secured by the Collateral as set forth in the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement provided that all Loans (other than Tranche B Loans (as defined in the Original Credit Agreement), which are being refinanced on the ARCA Effective Date) or other Credit Extensions outstanding under the Original Credit Agreement shall continue as Loans or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurodollar Loans, with the same Interest Periods as were applicable to such Eurodollar Loans immediately prior to the ARCA Effective Date). Upon the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and Section 10.06 hereof, each Loan Document that was in effect immediately prior to the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the ARCA Effective Date shall continue hereunder to be effective, unless the context otherwise requires. The parties hereto and each Lender further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement made under and in accordance with the terms of Section 10.02 of the Original Credit Agreement. In addition, unless specifically amended or replaced as if such Loans or Letters described herein, each of Credit were originally made hereunder. Notwithstanding anything the Loan Documents, the Exhibits and Schedules to the contrary Original Credit Agreement shall continue in Section 10.6 of full force and effect and that, from and after the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the ARCA Effective Date, all references to the Lenders “Credit Agreement” or “thereof”, “thereunder”, “therein” or “thereby” or each similar reference to the Credit Agreement shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect refer to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.this Agreement.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders Each Loan Party hereby consent to the foregoing assignments and agree acknowledges that upon the effectiveness of this Agreement, it has reviewed the terms and provisions of this Agreement and consents to the Existing amendment and restatement of the Original Credit Agreement shall be and are hereby amended and restated in their entirety by the terms, conditions and provisions of effected pursuant to this Agreement. Each Loan Party hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to guarantee and secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Obligations, as the case may be, including without limitation the payment and performance of all such Obligations which are joint and several obligations of each grantor now or hereafter existing, and (ii) grants to the terms and provisions Collateral Agent for the benefit of the Existing Credit AgreementLenders a continuing lien on and security interest in and to such Loan Party’s right, except title and interest in, to and under all Collateral as otherwise expressly provided hereincollateral security for the prompt payment and performance in full when due of the Obligations (whether at state maturity, shall be superseded by this Agreementacceleration or otherwise).
(d) Notwithstanding anything Each Loan Party acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in this full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Existing Original Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 1 contract
Sources: Credit Agreement (Rovi Corp)
Amendment and Restatement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated in its entirety pursuant hereto so as to preserve and continue the perfection and priority of all Liens securing Indebtedness and Obligations under the Original Credit Agreement and that all Indebtedness and Obligations of the Borrower and the Guarantors hereunder shall be secured by the Liens evidenced under the Collateral Documents and that the Second Restatement Amendment and this Agreement do not constitute a novation or termination of the Indebtedness and Obligations existing under the Original Credit Agreement (aor serve to terminate Section 10.04 or 10.05 of the Original Credit Agreement or any of the Borrower’s obligations thereunder with respect to the existing Lenders under the Original Credit Agreement). In addition, unless specifically amended hereby, each of the Loan Documents shall continue in full force and effect and that, from and after the Amendment Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] This Assignment and Assumption (this “Assignment and Assumption”) As is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below (immediately prior [the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the effectiveness Second Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Agreement)Assignment and Assumption as if set forth herein in full. For an agreed consideration, certain Lenders[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], as lenders under and [the][each] Assignee hereby irrevocably purchases and assumes from [the Existing Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with inserted by the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), contemplated below (i) all of [the indebtedness, liabilities Assignor’s][the respective Assignors’] rights and obligations owing by the Borrower in [its capacity as a Lender][their respective capacities as Lenders] under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended documents or instruments delivered pursuant thereto to the extent related to the amount and restated percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, participations in Swing Line Loans and L/C Obligations included in such facility)and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with this Agreement is given as a substitution ofthe Credit Agreement, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, documents or is intended instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to constitute, a novation of the Existing Credit Agreement or of any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other Existing Loan Documents claims at law or any in equity related to the rights and obligations thereundersold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). From Each such sale and after assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 1 For bracketed language here and elsewhere in this form relating to the Effective DateAssignor(s), all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunderif the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.
Appears in 1 contract
Amendment and Restatement. (a) As of On the Effective Date Date, (immediately prior to the effectiveness of i) this Agreement), certain Lenders, as lenders under Agreement shall amend and restate the Existing Credit AgreementAgreement in its entirety but, hold for the Commitments avoidance of doubt, this Agreement shall not constitute a novation of the parties’ rights and obligations thereunder, and (ii) the Liens and security interests as granted under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (iAgreement) all securing payment of the indebtedness, liabilities and obligations thereunder are in all respects continuing and in full force and effect. The parties hereto agree and acknowledge that (A) the Revolving Credit Facility set forth in Section 2.1(b) is a continuation of the “Revolving Credit Facility” under and as defined in the Existing Credit Agreement, (B) the Revolving Euro Tranche Facility set forth in Section 2.1(c) is a continuation of the “Revolving Euro Tranche Facility” under and as defined in the Existing Credit Agreement, (C) the Revolving Yen Tranche Facility set forth in Section 2.1(d) is a continuation of the “Revolving Yen Tranche Facility” under and as defined in the Existing Credit Agreement, (D) the proceeds of the Term A Facility set forth in subsection 2.1(a), together with Revolving Credit Loans, will be used on the Initial Funding Date to repay in full amounts outstanding under the “Term A Facility” under and as defined in the Existing Credit Agreement and such existing term facility shall terminate simultaneously with such repayment of amounts owing by with respect thereto, and (E) the Borrower Revolving Credit Commitments, the Revolving Euro Tranche Commitments, Revolving Yen Tranche Commitments and the Term A Loan Commitments of each of the Lenders as of the Initial Funding Date shall be as set forth in Schedule 2.1. Notwithstanding the foregoing, to the extent the Effective Date is not a Business Day, (x) the commitments under the Existing Credit Agreement shall continue as Obligations hereunder, not be re-allocated until the Initial Funding Date and (iiy) all of interest rates applicable with respect to the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue loans outstanding under the corresponding amended “Term A Facility” under and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated as defined in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after shall continue to apply on the Effective Date until such loans are paid in full on the Initial Funding Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 1 contract
Sources: Credit Agreement (Graphic Packaging International, LLC)
Amendment and Restatement. (a) As Effective as of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments shall continue Lenders hereby authorize, as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing CONSOL Credit Agreement and Agreement, the assumption by the Borrower of the Indebtedness of CNX Gas under the Existing CNX Gas Credit Agreement, (ii) pursuant to payoff letters executed by CNX Gas, the Loans and Letters of Credit outstanding commitments under the Existing CNX Gas Credit Agreement on have been terminated, (iii) for good and valuable consideration, the Effective Date shall continue hereunder as if such Loans or Letters receipt and sufficiency of Credit were originally made hereunder. Notwithstanding anything to which is hereby acknowledged, the contrary in Section 10.6 Borrower hereby assumes the Indebtedness of CNX Gas under the Existing CNX Gas Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to (iv) the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the each Issuing Lenders Lender and the Lenders hereby consent to the foregoing assignments each Lender confirm and agree that upon the effectiveness all Existing Letters of this Agreement, the terms and provisions of Credit originally issued under the Existing CNX Gas Credit Agreement will be deemed issued and outstanding under this Agreement and will be governed as if issued under this Agreement and each Lenders shall be and are hereby amended and restated participate to the extent of its Ratable Share in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Letters of Credit Agreementin accordance with Section 2.10.1(a) [Issuance of Letters of Credit], except as otherwise expressly provided herein, shall be superseded by this Agreement.
(dv) Notwithstanding anything in this amendment the obligations to the extent arising from transactions under Specified Swap Agreements and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document Other Lender Provided Financial Service Product (each as defined in the Existing CNX Gas Credit Agreement) existing on the Closing Date between a Lender or an Affiliate of a Lender under the Existing CNX Gas Credit Agreement and referred CNX Gas shall be Specified Swap Agreements and Other Lender Provided Financial Service Products hereunder; provided that if the counterparty to hereinsuch Specified Swap Agreement or Other Lender Provided Financial Service Product ceases to be the Administrative Agent, individually a Lender hereunder or collectivelyan Affiliate of the Administrative Agent or a Lender hereunder, Specified Swap Agreements and Other Lender Provided Financial Service Product shall only include such obligations to the extent arising from transactions entered into at the time such counterparty was the Administrative Agent or a Lender hereunder or an Affiliate of the Administrative Agent or a Lender hereunder, and (vi) each Lender waives, as a Lender under the Existing CNX Gas Credit Agreement, as applicable, any requirements for notice of prepayment of outstanding loans and notice of termination of commitments under the Existing CNX Gas Credit Agreement and any amount payable upon the termination prior to the last day of an existing Interest Period of existing Loan bearing interest at the LIBOR Rate Option under the Existing CNX Gas Credit Agreement.
(b) Effective as of the Closing Date, the Existing CONSOL Credit Agreement shall be amended and restated in its entirety by this Agreement and the Existing CONSOL Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Obligations” under and as defined in the Existing CONSOL Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date). 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”)Documents shall apply to all of the Obligations incurred under the Existing CONSOL Credit Agreement. On and after the Closing Date, (i) all of references to the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement in the Loan Documents (other than this Agreement) shall continue as Obligations hereunder, be deemed to refer to this Agreement and (ii) all references to any section (or subsection) of the indebtedness, liabilities and obligations owing by Existing CONSOL Credit Agreement in any Person under each Existing Loan Document (but not herein) shall continue under be amended to become, mutatis mutandis, references to the corresponding amended and restated Loan Document and (iii) each provisions of this Agreement Agreement. This amendment and restatement is limited as written and is not a consent to any other Existing Loan Document that is amended and restated amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing any other Loan Document, all terms and neither conditions of the execution Loan Documents remain in full force and delivery of such documents nor the consummation of effect unless otherwise specifically amended hereby or by any other transaction contemplated hereunder isLoan Document.
1. Coal Purchase and Sale Agreement, or is intended to constituteby and between Duke Energy Carolinas, a novation LLC and Consol Pennsylvania Coal Company LLC, dated November 4, 2011, as amended.
2. Coal Purchase Confirmation, by and among Duke Energy Progress, Inc., CONSOL of the Existing Credit Kentucky Inc. and Consol Pennsylvania Coal Company LLC, dated August 25, 2008, as amended.
3. Coal Purchase Confirmation, by and among Duke Energy Progress, Inc., CONSOL of Kentucky Inc. and Consol Pennsylvania Coal Company LLC, dated January 1, 2009, as amended.
4. Fuel Purchase Agreement, by and between CNX Gas Co. LLC, Consol Pennsylvania Coal Company LLC and Duke Energy Carolinas, LLC, dated March 9, 2015.
5. Spot Coal Confirmation, by and between Duke Energy Progress, Inc. and Consol Pennsylvania Coal Company LLC, dated March 5, 2014.
6. Coal Purchase and Sale Agreement, by and between GenOn Energy Management, LLC and Consol Pennsylvania Coal Company LLC, dated June 25, 2014.
7. Coal Purchase and Sale Agreement, by and between NRG Power Marketing LLC and Consol Pennsylvania Coal Company LLC, dated June 25, 2014.
8. Fuel Supply Agreement or #204, by and between South Carolina Public Service Authority and Consol Pennsylvania Coal Company LLC, dated June 21, 2007, as amended.
9. Coal Marketing and Resale Agreement, by and between Xcoal Energy and Resources, Godefroid Asia Pte., Ltd., Godefroid Resources, GmbH and CONSOL Energy Sales Company, dated July, 1, 2012, as amended.
10. Coal Sales Agreement, by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC, Consol Pennsylvania Coal Company LLC and CONSOL Energy Sales Company, dated July 24, 2013.
11. Master Coal Purchase and Sale Agreement, by and between Virginia Electric and Power Company, Consol Pennsylvania Coal Company LLC, Consolidation Coal Company and CONSOL of any of the other Existing Loan Documents or any obligations thereunder. From Kentucky, Inc., dated November 1, 2006, as amended.
a. Confirmation, by and after the Effective Datebetween Virginia Electric and Power Company and Consol Pennsylvania Coal Company LLC, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunderdated April 16, 2010.
Appears in 1 contract
Sources: Credit Agreement (CONSOL Energy Inc)
Amendment and Restatement. (a) As This Agreement constitutes an amendment and restatement of the Effective Date Credit Agreement, dated as of February 10, 2020 (immediately as amended or modified prior to the effectiveness date hereof, the “Prior Credit Agreement”), to which certain of the parties hereto are subject. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or 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), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis credit facilities described in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Prior Credit Agreement shall be and are hereby amended amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower 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, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any extensions of credit made on the Effective Date, reflect the Commitments of the Lenders hereunder. The parties hereto agree and acknowledge that certain Eurocurrency Loans are outstanding under the Prior Credit 104 Agreement as of the Effective Date. Such Eurocurrency Loans shall remain outstanding on and after the 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 outstanding hereunder as Eurocurrency Loans after the expiry of such Interest Periods. No Eurocurrency Loans may be requested on and after the Effective Date. All terms, conditions and provisions of this Agreementset forth in the Prior Credit Agreement governing Eurocurrency Loans are hereby incorporated by reference herein until the above-described Interest Periods expire. Thereafter, and the terms such terms, conditions and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreementof no force and effect.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 1 contract
Amendment and Restatement. Effective as of the Amendment and Restatement Effective Date:
(a) As The Existing Credit Agreement is hereby amended and restated in its entirety in the form of the Effective Date Amended and Restated Credit Agreement attached as Annex A hereto (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A so amended and restated, being referred to the Existing Credit Agreement (as the “Original CommitmentsAmended Credit Agreement”).
(b) Simultaneously with That certain Guarantee and Collateral Agreement dated as of April 6, 2016 (as amended, supplemented or otherwise modified from time to time prior to the effectiveness of this Agreement on the Effective Datedate hereof, the parties hereby agree that “Existing Guarantee and Collateral Agreement”), among the Parent Borrower, the Additional Borrower, the Grantors (ias defined therein) the Original Commitments shall continue as Commitments hereunder and shall be reallocated party thereto from time to the Lenders on a pro rata basis in accordance with their Commitments time and the requisite assignments shall be deemed to be made Administrative Agent, is hereby amended in such amounts by the form of the Amended Guarantee and between Lenders and from each Lender to each other Lender, with the same force and effect Collateral Agreement attached as if such assignments were evidenced by assignment agreements under Annex B hereto (the Existing Credit Agreement Guarantee and Collateral Agreement, as so amended, being referred to as the “Amended Guarantee and Collateral Agreement”).
(iic) the Loans and The aggregate amount of all Letters of Credit outstanding (not to exceed the L/C Commitment) under the Existing Credit Agreement on the Amendment and Restatement Effective Date that constitute “Existing Letters of Credit” under the Amended Credit Agreement shall continue hereunder as if to be outstanding under the Amended Credit Agreement and, from and after such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to date, the contrary in Section 10.6 terms of the Existing Amended Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to Agreement will govern the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance rights of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Issuing Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreementwith respect thereto.
(d) Notwithstanding anything in this amendment Schedules 1.1A, 1.1D, 4.15(a), 7.2, 7.3, 7.7 and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in 7.11 to the Existing Credit Agreement are hereby deleted and referred replaced with those Schedules to hereinthe Amended Credit Agreement attached as Schedules hereto. Schedule 3.1(c) (Existing Letters of Credit) is hereby added to the Amended Credit Agreement in the form attached as Schedule 3.1(c) hereto.
(e) Exhibits B, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities F and obligations owing by the Borrower under H to the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of are hereby deleted and replaced with those Exhibits to the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Amended Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue attached as Loans and Letters of Credit hereunderExhibits hereto.
Appears in 1 contract
Sources: Credit Agreement (Tempur Sealy International, Inc.)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit This Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this constitutes an amendment and restatement of the Existing Credit Agreement, including anything in effective from and after the Closing Date. The execution and delivery of this Section 10.19, and in Agreement shall not constitute a novation of any indebtedness or other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by to the Borrower Lenders or the Administrative Agent under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither based on facts or events occurring or existing prior to the execution and delivery of such documents nor this Agreement. On the consummation of any other transaction contemplated hereunder isClosing Date, or is intended to constitute, a novation of the credit facilities described in the Existing Credit Agreement or of any Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the other Borrower outstanding as of such date under the Existing Loan Documents or Credit Agreement, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any obligations thereunder. From and after further action by any Person, except that the Effective Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Advances, together with any Advances funded on the Closing Date, all existing Loans reflect the respective Commitments of the Lenders hereunder. EXECUTED as of the date first above written. BORROWER: By: Name: Title: PARENT: By: Name: Title: ADMINISTRATIVE AGENT/LENDER: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender, and outstanding Letters a Lender By: Name: Title: LENDERS: FIFTH THIRD BANK, as a Lender By: Name: Title: ABN AMRO CAPITAL USA LLC, as a Lender By: Name: Title: KEYBANK NATIONAL ASSOCIATION, as a Lender By: Name: Title: FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender By: Name: Title: CITIBANK, N.A., as a Lender By: Name: Title: JPMORGAN CHASE BANK, N.A., as a Lender By: Name: Title: ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as a Lender By: Name: Title: UBS AG, STAMFORD BRANCH, as a Lender By: Name: Title: ▇▇▇▇▇ Fargo Bank, National Association Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Borrower/Guarantors Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇ ▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association $ [ ] 25.00000 % Fifth Third Bank $ [ ] 18.05556 % ABN AMRO Capital USA LLC $ [ ] 18.05556 % KeyBank National Association $ [ ] 18.05556 % First Tennessee Bank National Association $ [ ] 9.72222 % Citibank, N.A. $ [ ] 2.77778 % JPMorgan Chase Bank, N.A. $ [ ] 2.77778 % ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA $ [ ] 2.77778 % UBS AG, Stamford Branch $ [ ] 2.77778 % Level I 1.25 % 2.25 % 0.500 % Level II 1.50 % 2.50 % 0.500 % Level III 1.75 % 2.75 % 0.500 % Level IV 2.00 % 3.00 % 0.500 % Level V 2.25 % 3.25 % 0.500 % * Utilization Levels are described below and are determined in accordance with the definition of Credit shall continue as Loans and Letters of Credit hereunder“Utilization Level”.
Appears in 1 contract
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with Existing ABL Credit Agreement will be amended and restated in its entirety by this Agreement and the Administrative Agent (as Existing ABL Credit Agreement will thereafter be of no further force and effect, but this Agreement is not intended to constitute a novation of the Administrative Agent may direct obligations and liabilities existing under the Existing ABL Credit Agreement or approve) with respect to evidence payment of all assignments, reallocations or any portion of such obligations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.liabilities.
(cb) The BorrowerBorrowers, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to acknowledge that effective as of the foregoing assignments and agree that upon Effective Date, all Existing Letters of Credit, if any, will constitute Letters of Credit under this Agreement with the effectiveness same effect as if issued by the L/C Issuer at the request of this AgreementBorrowers on the Effective Date. The Loan Parties, the terms and provisions of the Existing Credit Agreement shall be and are hereby amended and restated in their entirety by the terms, conditions and provisions of this AgreementAdministrative Agent, and the terms and provisions Lenders further acknowledge that effective as of the Existing Credit AgreementEffective Date, except as otherwise expressly provided hereinall interest, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment fees, expenses, and restatement of other obligations under the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing ABL Credit Agreement and referred to herein, individually or collectively, as related loan documents (the “Existing Loan Documents”), (i) all that remain unpaid and outstanding as of the indebtedness, liabilities and obligations owing Effective Date will be assumed by the Borrower Loan Parties and remain outstanding and payable under this Agreement and the Existing Credit Agreement shall continue other Loan Documents. Each Loan Party acknowledges that all Obligations outstanding as Obligations hereunder, (ii) all of the indebtednessEffective Date constitute valid and binding obligations of such Loan Party, liabilities without offset, counterclaim, defense, or recoupment of any kind, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditor’s rights generally.
(c) Each of the Lenders party hereto shall fund Loans and obligations owing by acquire participations from any Person under each Existing Loan Document ABL Lender that is not a party hereto in an aggregate amount necessary to ensure that all Loans and participations are allocated on a pro rata basis as of the Effective Date (giving effect to the increase contemplated hereby) and the Borrowers shall continue under be deemed to have requested such additional Loans in addition to any other Borrowings on the corresponding amended Effective Date.
(d) The terms and restated Loan Document and (iii) each conditions of this Agreement and any other Existing Loan Document that is amended the Administrative Agent’s and restated in connection with Lenders’ rights and remedies under this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations other Loan Documents apply to all of the Borrower Obligations, including indemnification and reimbursement obligations, incurred under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing ABL Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From Agreement.
(e) On and after the Effective Date, (i) all existing Loans references to the Existing ABL Credit Agreement in the Loan Documents (other than this Agreement) will be deemed to refer to the Existing ABL Credit Agreement as amended and outstanding Letters restated by this Agreement and (ii) all references to any section (or subsection) of the Existing ABL Credit shall continue as Loans and Letters Agreement in any Loan Document (but not this Agreement) will be deemed amended, mutatis mutandis, to refer to the corresponding provisions of Credit hereunderthis Agreement.
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Alpha Metallurgical Resources, Inc.)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective DateThe Borrower, the parties hereby Banks and the Administrative Agent agree that that, upon (i) the Original Commitments shall continue as Commitments hereunder execution and shall be reallocated to delivery of this Agreement by each of the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement parties hereto and (ii) satisfaction (or waiver by the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 aforementioned parties) of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as conditions precedent set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders in Sections 6.1 and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement6.2, the terms and provisions of the Existing Credit Agreement shall be and hereby are hereby amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement, Agreement and the terms and provisions of each Departing Bank shall cease to be a party to the Existing Credit AgreementAgreement 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment payment and restatement reborrowing or termination of the Obligations under the Existing Credit AgreementAgreement 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, including anything respectively, under (and shall be governed by the terms of) this Agreement and the other Credit Documents. The commitment of each Bank that is a party to the Existing Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in this Section 10.19, and in any other Loan Document 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 referred the Credit Documents, (b) all obligations constituting “Obligations” under the Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the date hereof shall continue as Obligations under this Agreement and the other Credit Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, Letters of Credit, interest and fees due and payable to hereina Bank hereunder reflect such Bank’s Commitments on the date hereof, individually and the Borrower hereby agrees to compensate each Bank and each Departing Bank for any and all losses, costs and expenses incurred by such Bank or collectively, as 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 Loan Documents”Credit Agreement of each Departing Bank shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), (i) all of the indebtedness, liabilities and obligations owing by the Borrower each Departing Bank’s “Commitment” under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities be terminated and obligations owing by any Person under each Existing Loan Document Departing Bank shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as not be a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit Lender hereunder.
Appears in 1 contract
Amendment and Restatement. (a) As of On the Effective Date Date, (immediately prior to the effectiveness of i) this Agreement), certain Lenders, as lenders under Agreement shall amend and restate the Existing Credit AgreementAgreement in its entirety but, hold for the Commitments avoidance of doubt, this Agreement shall not constitute a novation of the parties’ rights and obligations thereunder, and (ii) the Liens and security interests as granted under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (iAgreement) all securing payment of the indebtedness, liabilities and obligations owing by thereunder are in all respects continuing and in full force and effect. The parties hereto agree and acknowledge that (A) the Borrower Revolving Credit Facility set forth in subsection 2.1(b) is a continuation of the “Revolving Credit Facility” under and as defined in the Existing Credit Agreement, (B) the Revolving Euro Tranche Facility set forth in subsection 2.1(c) is a continuation of the “Revolving Euro Tranche Facility” under and as defined in the Existing Credit Agreement, (C) the Revolving Yen Tranche Facility set forth in subsection 2.1(d) is a continuation of the “Revolving Yen Tranche Facility” under and as defined in the Existing Credit Agreement, (D) the Term A-2 Facility hereunder is a continuation of the “Incremental Term A-2 Facility” under and as defined in the Term A-2 Loan Amendment and the Existing Credit Agreement, (E) the proceeds of the Term A-1 Facility set forth in subsection 2.1(a), together with Revolving Credit Loans, will be used on the Initial Funding Date to repay in full amounts outstanding under the “Term A Facility” under and as defined in the Existing Credit Agreement, and (F) the Revolving Credit Commitments, the Revolving Euro Tranche Commitments, Revolving Yen Tranche Commitments and the Term A-1 Commitments of each of the Lenders as of the Initial Funding Date shall be as set forth in Schedule 2.1. Notwithstanding the foregoing, to the extent the Effective Date is not a Business Day, (x) the commitments under the Existing Credit Agreement shall continue as Obligations hereunder, not be re-allocated until the Initial Funding Date and (iiy) all of interest rates applicable with respect to the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue loans outstanding under the corresponding amended “Term A Facility” under and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated as defined in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after shall continue to apply on the Effective Date until such loans are paid in full on the Initial Funding Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.
Appears in 1 contract
Sources: Credit Agreement (Graphic Packaging International, LLC)
Amendment and Restatement. (a) As of the Effective Date (immediately prior The parties to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Dateagree that, the parties hereby agree that upon (i) the Original Commitments shall continue as Commitments hereunder execution and shall be reallocated to delivery by each of the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit parties hereto of this Agreement and (ii) satisfaction of the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary conditions set forth in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement4.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are hereby amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement, . This Agreement is not intended to and the terms shall not constitute a novation. All Loans made and provisions of Obligations incurred under the Existing Credit AgreementAgreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and, except as otherwise expressly provided hereinof the Effective Date, shall be superseded governed by the terms of) this Agreement.
(d) Notwithstanding anything in this amendment Agreement and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and referred to hereinthe Loan Documents, individually or collectively(b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and, as of the Effective Date, shall be governed by the terms of) this Agreement, (c) all obligations constituting “Existing Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents”), (id) all the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the indebtedness, liabilities and obligations owing by the Borrower each Lender’s credit exposure under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Loans hereunder reflect such Lender’s Applicable Percentage of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under outstanding aggregate Revolving Exposures on the corresponding amended and restated Loan Document Effective Date and (iiie) the Borrower hereby agrees to compensate each of this Agreement Lender for any and any other Existing Loan Document that is amended all losses, costs and restated expenses incurred by such Lender in connection with this Agreement is given as a substitution of, the sale and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation assignment of any other transaction contemplated hereunder is, or is intended to constitute, a novation of Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement or of any of Agreement) and such reallocation described above, in each case on the other Existing Loan Documents or any obligations thereunder. From terms and after in the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereundermanner set forth in Section 2.16 hereof.
Appears in 1 contract
Sources: Credit Agreement (Stepan Co)
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements under required pursuant to Section 10.06 of the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreementagreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Effective Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements, settlements each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding 's Applicable Percentage shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The Each Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(dc) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.10, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower any Loan Party under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, (ii) hereunder and all of the indebtedness, liabilities and obligations owing by of any Person other than a Loan Party under each the Existing Credit Agreement and other Prior Loan Document Documents shall continue under the corresponding amended and restated Loan Document as obligations of such Person hereunder, and (iiiii) each of this Agreement and the Notes and any other Existing Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower Borrowers under such the Existing Credit Agreement or any Prior Loan Document, Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Prior Loan Documents or any obligations thereunder. From and after Upon the Effective Dateeffectiveness of this Agreement, all existing Loans owing by the Borrowers and outstanding Letters of under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurodollar Rate Loans under this Agreement and accrue interest at the Eurodollar Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of Applicable Rate in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and each Lender hereby agree that any “Guarantor” (as defined in the Prior Loan Documents) that is not a party to the Guaranty as of the Closing Date shall be released from its obligations under the “Guaranty” (as defined in the Prior Loan Documents) and that any Liens granted by any such “Guarantor” under all “Security Instruments” (as defined in the Prior Loan Documents) other than the Mortgages shall be released. Each Lender hereby authorizes the Administrative Agent, at the sole expense of the Borrowers, to execute and deliver all releases and other documents reasonably necessary in connection with the release of such “Guarantors”.
Appears in 1 contract
Amendment and Restatement. (a) As This Agreement amends and restates in its entirety the Original Agreement among the parties hereto. Upon the occurrence of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (ia) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Original Agreement shall be and are hereby amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement and, unless expressly stated to the contrary, each reference to the Original Agreement in any of the Transaction 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 the terms and provisions shall not constitute a novation of the Existing Credit AgreementOriginal Agreement or the obligations and liabilities existing thereunder, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(dc) Notwithstanding anything in this amendment and restatement the commitment of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document each “Committed Purchaser” (as defined in the Existing Credit Original Agreement) that is a party to the Original Agreement shall, on the Effective Date, automatically be deemed restated and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement only Commitments shall continue as Obligations be those hereunder, (iid) all of with respect to any date or time period occurring and ending prior to the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment ofEffective Date, the indebtedness, liabilities rights and obligations of the Borrower under such Existing Loan Documentparties to the Original Agreement shall be governed by the Original Agreement and the other Transaction Documents (as defined therein), and neither (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 governed by this Agreement and the other Transaction Documents (as defined herein). The liens, security interests and other interests in the Seller Assets granted under the Original Agreement are and shall remain legal, valid, binding and enforceable to the extent also constituting Seller Assets hereunder. Each of the parties hereto hereby acknowledge and confirm the continuing existence and effectiveness of such liens, security interests and other interests in such Seller Assets granted under the Original Agreement, and further agree that the execution and delivery of this Agreement shall not in any way release, diminish, impair, reduce or otherwise affect such documents nor liens, security interests and other interests in such Seller Assets granted under the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderOriginal Agreement. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.753697831
Appears in 1 contract
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Each Borrower, the Administrative Agent, the Issuing Lenders Bank and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement and the Security Documents (as defined therein) which in any manner govern or evidence the Obligations, the rights and interests of the Agent, the Issuing Bank and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are hereby amended and restated in their entirety by the terms, conditions terms and provisions of this Agreement, Agreement and the terms and provisions conditions of the Existing Credit Agreement, except Agreement and the Security Documents (as otherwise expressly provided herein, defined therein) shall be superseded by this AgreementAgreement and the other Loan Documents, except as expressly provided herein.
(d) 14.17.1. Notwithstanding anything in this the amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, the Security Documents (as defined therein) and in any certain of the other related “Loan Document (Documents” as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as (the “Existing Loan Documents”)) by this Agreement and the other Loan Documents as herein defined, (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person Borrower under each the Existing Loan Document Documents shall continue under the corresponding amended as Obligations hereunder and restated Loan Document shall be and (iii) each of remain secured by this Agreement and any other Existing Loan Document that is amended the Security Documents (as defined herein) for the benefit of the Agent and restated in connection with this the Lenders. This Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower Borrowers, under such the Existing Loan Document, Documents and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is not intended to constitute, constitute a novation of the Existing Credit Agreement thereof or of any of the other Existing Loan Documents or any obligations thereunderDocuments. From and after Upon the Effective Dateeffectiveness of this Agreement, all existing Loans and outstanding loans owing by the Borrowers, the Existing Letters of Credit and all other obligations outstanding under the Existing Credit Agreement shall continue as Loans and Revolver Loans, Letters of Credit and Obligations hereunder.
14.17.2. Each Borrower, the Agent and the other Secured Parties hereby acknowledge (a) the assignment by the lenders party to the Existing Credit Agreement to the Lenders party hereto in accordance with the Master Assignment and Acceptance such that, after giving effect thereto, the Revolver Commitments shall be as reflected on Schedule 1.1 and (b) each reference to the “Administrative Agent” in the Existing Credit Agreement and the other Existing Loan Documents shall be deemed to be a reference to the “Agent” as defined in this Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Casella Waste Systems Inc)
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements under required pursuant to Section 11.07 of the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 11.07 of the Existing Credit Agreement or Section 11.07 of this Agreement, no other documents consents, documents, or instruments, including any assignment agreementagreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Effective Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements, settlements each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Applicable Percentage shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The BorrowerBorrowers, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(dc) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.11, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower Borrowers under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, (ii) hereunder and all of the indebtedness, liabilities and obligations owing by of any Person other than the Borrowers or ▇▇▇▇▇▇▇ Corporation under each the Existing Credit Agreement and other Prior Loan Document Documents shall continue under the corresponding amended and restated Loan Document as obligations of such Person hereunder, and (iiiii) each of this Agreement and the Notes and any other Existing Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower BorrowerBorrowers under such the Existing Credit Agreement or any Prior Loan Document, Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Prior Loan Documents or any obligations thereunder. From and after Upon the Effective Dateeffectiveness of this Agreement, all existing Loans owing by the Borrowers and outstanding Letters of under the Existing Credit Agreement shall continue as Loans hereunder and Letters shall constitute advances hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurocurrency Rate Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurocurrency Rate Loans under this Agreement and accrue interest at the Eurocurrency Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under the Existing Credit hereunderAgreement prior to the Closing Date.
Appears in 1 contract
Amendment and Restatement. (a) As of 1. On the Effective Date (immediately prior to the effectiveness of this Agreement)Closing Date, certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments automatically shall be deemed to be made amended and restated in such amounts its entirety by this Agreement and between Lenders the Commitments, Loans and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements Obligations under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, defined therein automatically shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby amended and restated in their entirety entireties by the termsCommitments, conditions Loans and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this . This Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any the credit facilities, indebtedness and other obligations under the Existing Credit Agreement. It is the intent of the other parties to amend and restate the Existing Credit Agreement and the credit facilities provided thereunder, without novation or interruption.
2. On the Closing Date, the risk participations of the Lenders hereunder in each outstanding Letter of Credit (including the Existing Letters of Credit) and each outstanding Swing Line Loan Documents shall be automatically reallocated such that the risk participation of each Lender in each outstanding Letter of Credit and Swing Line Loan equals such Lender’s Applicable Percentage of each such Letter of Credit and Swing Line Loan. The parties acknowledge and agree that (i) some or all of the principal balance of the “Term Loan” (as defined in the Existing Credit Agreement) outstanding immediately prior to effectiveness of this Agreement will remain outstanding and constitute some or all of the Term Loan A-1 after giving effect to this Agreement, (ii) the Term Loan A-1, as of the Closing Date and after effectiveness of this Agreement, will maintain the same Interest Period (i.e., ending on the same date) as was applicable to the principal balance of the “Term Loan” (as defined in the Existing Credit Agreement) outstanding immediately prior to effectiveness of this Agreement (and shall thereafter be subject to conversion and/or continuation upon expiration of such Interest Period in accordance with the terms of this Agreement), and (iii) the Administrative Agent shall make such adjustments to the Register, and the Term A-1 Lenders shall make necessary settlements among themselves, such that after giving effect thereto each Term A-1 Lender holds a portion of the Term A-1 Loan consistent with Schedule 2.01 attached hereto as of the Closing Date (it being agreed by the Lenders that the transactions described in this sentence shall not give rise to any obligations thereunderobligation of the Loan Parties under Section 3.05 of the Existing Credit Agreement or of this Agreement).
3. From and after the Effective Closing Date, by execution of this Agreement, each Person identified as a “Lender” on each signature page that is not already a Lender under the Existing Credit Agreement hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Person will be deemed to be a party to this Agreement and a “Lender” for all existing Loans purposes of this Agreement and outstanding Letters shall have all of the obligations of a Lender hereunder as if it had executed the Existing Credit shall continue as Loans and Letters of Credit hereunderAgreement.
Appears in 1 contract
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective DateThe Borrower, the parties hereby Banks and the Administrative Agent agree that that, upon (i) the Original Commitments shall continue as Commitments hereunder execution and shall be reallocated to delivery of this Agreement by each of the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement parties hereto and (ii) satisfaction (or waiver by the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 aforementioned parties) of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as conditions precedent set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders in Sections 6.1 and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement6.2, the terms and provisions of the Existing Credit Agreement shall be and hereby are hereby amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement, Agreement and the terms and provisions of each Departing Bank shall cease to be a party to the Existing Credit AgreementAgreement 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment payment and restatement reborrowing or termination of the Obligations under the Existing Credit AgreementAgreement 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, including anything respectively, under (and shall be governed by the terms of) this Agreement and the other Credit Documents. The commitment of each Bank that is a party to the Existing Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in this Section 10.19, and in any other Loan Document 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 referred the Credit Documents, (b) all obligations constituting “Obligations” under the Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the date hereof shall continue as Obligations under this Agreement and the other Credit Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to hereina Bank hereunder reflect such Bank’s Commitments on the date hereof, individually and the Borrower hereby agrees to compensate each Bank and each Departing Bank for any and all losses, costs and expenses incurred by such Bank or collectivelyDeparting 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 of each Departing Bank shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Bank’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Bank shall not be a Bank hereunder. In Witness Whereof, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. BLACK HILLS CORPORATION, a South Dakota corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer JPMORGAN CHASE BANK, N.A., as the Administrative Agent and a Bank By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Officer U.S. BANK NATIONAL ASSOCIATION, as a Bank By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director BANK OF AMERICA, N.A., as a Bank By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Assistant Vice President COBANK, ACB, as a Bank By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President The undersigned Departing Bank hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Credit Documents executed in connection therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. MUFG BANK, LTD., (formerly The Bank of Tokyo-Mitsubishi UFJ, LTD.), as a Departing Bank By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director The undersigned Departing Bank hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Credit Documents executed in connection therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as a Departing Bank By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director The undersigned Departing Bank hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Credit Documents executed in connection therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. ROYAL BANK OF CANADA, as a Departing Bank By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory The undersigned Departing Bank hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Credit Documents executed in connection therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. THE BANK OF NOVA SCOTIA, as a Departing Bank By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Director The undersigned Departing Bank hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Credit Documents executed in connection therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. SCOTIABANK (IRELAND) DESIGNATED ACTIVITY COMPANY, as a Departing Bank By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Risk Officer & Managing Director FOR VALUE RECEIVED, the undersigned, Black Hills Corporation, a South Dakota corporation (“Existing Loan DocumentsBorrower”), promises to pay to the order of [ ] (the “Bank”) on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of JPMorgan Chase Bank, N.A., in accordance with Section 4.1 of the Credit Agreement (as hereafter defined), the aggregate unpaid principal amount of all Loans made by the Bank to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall record on its books or records or on a schedule attached to this Note, which is a part hereof, each Loan made by it pursuant to the Credit Agreement, together with all payments of principal and interest and the principal balances from time to time outstanding hereon, whether the Loan is a Base Rate Loan or a Eurodollar Loan, and the interest rate and Interest Period applicable thereto, provided that prior to the transfer of this Note all such amounts shall be recorded on a schedule attached to this Note. The record thereof, whether shown on such books or records or on a schedule to this Note, shall be prima facie evidence of the same; provided, however, that the failure of the Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Loans made to it pursuant to the Credit Agreement together with accrued interest thereon. This Note is one of the Notes referred to in the Amended and Restated Credit Agreement dated as of July 30, 2018, among, inter alia, the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent; U.S. Bank National Association, as Syndication Agent; and the financial institutions party thereto (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of New York. Prepayments may be made hereon and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder. BLACK HILLS CORPORATION, a South Dakota corporation By: Name: Title: This Compliance Certificate is furnished to JPMorgan Chase Bank, N.A., as Administrative Agent pursuant to the Amended and Restated Credit Agreement dated as of July 30, 2018, among, inter alia, Black Hills Corporation, a South Dakota corporation (“Borrower”), JPMorgan Chase Bank, N.A., as Administrative Agent; U.S. Bank National Association, as Syndication Agent; and the financial institutions party thereto (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected or appointed of the Borrower;
2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;
3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or an Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below;
4. Schedule 1 attached hereto sets forth financial data and computations evidencing compliance with certain covenants of the Credit Agreement, all of which data and computations are true, complete and correct. All computations are made in accordance with the terms of the Credit Agreement; and
5. Schedule 2 attached hereto sets forth a reasonably detailed description of any material change in any of the material information set forth on Schedules 5.2 and 5.5 of the Credit Agreement since the date of the Compliance Certificate delivered pursuant to the Credit Agreement. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event: The foregoing certifications, together with the computations set forth in Schedule 1 hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of , 20 .
A. Consolidated Indebtedness to Capitalization Ratio (Section 7.17) $
1. Consolidated Indebtedness $
2. Non-Recourse Indebtedness $
3. Consolidated Indebtedness (Line A1 minus Line A2) $
4. Consolidated Net Worth $ 5. Capital (Line A3 plus Line A4) $
6. Consolidated Indebtedness to Capitalization Ratio :1.00 ratio of (A) Line A3 to (B) Line A5 not to exceed 0.65 to 1.00, measured on a quarterly basis. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the indebtedness, liabilities Assignor’s rights and obligations owing by the Borrower in its capacity as a Bank under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended documents or instruments delivered pursuant thereto to the extent related to the amount and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities percentage interest identified below of all of such outstanding rights and obligations of the Borrower Assignor under such Existing Loan Documentthe respective facilities identified below (including without limitation any letters of credit, guarantees, and neither swingline loans included in such facilities) and (ii) to the execution extent permitted to be assigned under applicable law, all claims, suits, causes of action and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation right of the Existing Assignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement Agreement, any other documents or of instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other Existing Loan Documents claims at law or any in equity related to the rights and obligations thereundersold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). From Such sale and after assignment is without recourse to the Effective DateAssignor and, all existing Loans except as expressly provided in this Assignment and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunderAssumption, without representation or warranty by the Assignor.
Appears in 1 contract
Amendment and Restatement. (a) As of From and after the Effective Date (immediately prior to the effectiveness of Time, this Agreement), certain Lenders, as lenders under Agreement amends and restates in its entirety the Existing Credit Agreement, hold ; the Commitments Notes issued under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, if any, amend and restate the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document “Notes” (as defined in the Existing Credit Agreement) issued under the Existing Credit Agreement; and the Existing Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Company and any other Loan Party of the “Obligations” under and as defined therein (whether or not such “Obligations” are contingent as of the Effective Time). This Agreement and referred the Notes, if any, issued do not constitute and shall not be construed to herein, individually evidence a novation of or collectively, as a payment and readvance of any of the “Obligations” (as defined in the Existing Credit Agreement) heretofore outstanding under the Existing Credit Agreement, it being the intention of the parties hereto that this Agreement provide for the terms and conditions of, and the Notes issued, if any, evidence, at such time, the same “Obligations” as were then outstanding under the Existing Credit Agreement. Each Lender shall surrender the “Notes” outstanding on the Effective Date issued to it under the Existing Credit Agreement.
(b) The terms and conditions of this Agreement and the Administrative Agent’s, the Lenders’ and the Issuing Lender’s rights and remedies under this Agreement and the other Loan Documents shall apply to all of the “Obligations” incurred under the Existing Credit Agreement and the Notes and Letters of Credit issued thereunder.
(c) The Company reaffirms the Liens granted pursuant to the Existing Loan Documents”)Documents to the Administrative Agent for the benefit of the Secured Parties under the Existing Security Agreement, which Liens shall continue in full force and effect during the term of this Agreement and any renewals or extensions thereof and shall continue to secure the Obligations hereunder.
(d) From and after the Effective Time, (i) all of the indebtedness, liabilities and obligations owing by the Borrower under references to the Existing Credit Agreement (or to any amendment, supplement, modification or amendment and restatement thereof) in the Loan Documents (other than this Agreement) shall continue be deemed to refer to the Existing Credit Agreement as Obligations hereunderamended and restated hereby, (ii) all of the indebtedness, liabilities and obligations owing by references to any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and section (iiior subsection) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation 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 and (iii) except as the context otherwise provides, from or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective DateTime, all existing Loans references to this Agreement herein (including for purposes of indemnification and outstanding Letters reimbursement of fees) shall be deemed to be references to the Existing Credit shall continue Agreement as Loans amended and Letters restated hereby.
(e) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement, 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 Credit hereunderthe Loan Documents remain in full force and effect unless otherwise specifically amended by this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Venoco, Inc.)
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders:
(a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments shall continue be as Commitments hereunder set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated to the Lenders on a pro rata basis in accordance with their such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements under required pursuant to Section 11.07 of the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderAgreement. Notwithstanding anything to the contrary in Section 10.6 11.07 of the Existing Credit Agreement or Section 11.07 of this Agreement, no other documents consents, documents, or instruments, including any assignment agreementagreements, shall be executed, and no fees payable to the Administrative Agent, executed in connection with the these assignments herein (all of which requirements are hereby waived), and such assignments shall be payabledeemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Effective Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (Agent, as the Administrative Agent may direct or approve) , with respect to all assignments, reallocations and other changes in Commitments, Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements, settlements each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding Applicable Percentage shall be in accordance with their Commitments as set forth on Schedule 1.1A.2.01.
(cb) The BorrowerBorrowers, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, 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 hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(dc) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.191.13, and in any other related “Loan Document Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower Borrowers under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, (ii) hereunder and all of the indebtedness, liabilities and obligations owing by of any Person other than the Borrowers under each the Existing Credit Agreement and other Prior Loan Document Documents shall continue under the corresponding amended and restated Loan Document as obligations of such Person hereunder, and (iiiii) each of this Agreement and the Notes and any other Existing Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such the Existing Credit Agreement or any Prior Loan Document, Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, constitute a novation of the Existing Credit Agreement or of any of the other Existing Prior Loan Documents or any obligations thereunder. From and after Upon the Effective Dateeffectiveness of this Agreement, all existing Loans owing by the Borrowers and outstanding Letters of under the Existing Credit Agreement shall continue as Loans hereunder and Letters shall constitute advances hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Term SOFR Loans or Alternative Currency Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Term SOFR Loans or Alternative Currency Loans under this Agreement and accrue interest at the applicable interest rate provided hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under the Existing Credit hereunderAgreement prior to the Closing Date.
(d) Each of the Lenders agree that the Restatement shall not give rise to any obligation of the Borrowers to make any payment under Section 3.05 of the Existing Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement (Vontier Corp)
Amendment and Restatement. (1) On the date on which all of the 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) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are is hereby amended and restated in their entirety the form of this Agreement;
(b) all Loans (as defined in the Existing Credit Agreement), including, for certainty, Bankers’ Acceptances, BA Equivalent Advances and Letters of Credit (as such terms are defined in the Existing Credit Agreement) and other amounts outstanding under the Existing Credit Agreement prior to the date hereof shall continue to be outstanding under this Agreement and shall be deemed to be Loans and other Obligations owing by Nexen to the Canadian Agent and the Canadian Facility Lenders, as applicable, under this Agreement; and
(c) the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the termsAgents (including the assignment of interests in, conditions or the purchase of participations in, outstanding Loans) to ensure that the aggregate Obligations owing to each Lender are outstanding in proportion to each Lender’s Rateable Portion of all outstanding Obligations.
(2) Without limiting the other provisions hereof and for greater certainty, each of the Canadian Facility Lenders hereby acknowledges and agrees that it shall indemnify each of the Fronting Lenders for its Rateable Portion of the Existing LCs based upon its revised Canadian Facility Commitments after giving effect to the provisions of this Agreement (to the extent Nexen fails to reimburse or indemnify the applicable Fronting Lender in accordance with this Agreement). Each of the Canadian Facility Lenders shall be entitled to its Rateable Portion (based upon its revised Canadian Facility Commitments after giving effect to the provisions of this Agreement, and ) of any fees previously paid or to be paid pursuant to Section 7.9(1) of the terms and provisions Credit Agreement in respect of the Existing Credit AgreementLCs for the period from and after the date hereof until the expiry date of the Existing LCs and the Canadian Facility Lenders hereby agree to take all steps and actions and execute and deliver all agreements, except instruments and other documents as otherwise expressly provided herein, shall may be superseded required by this Agreementthe Canadian Agent or any of the Canadian Facility Lenders to give effect to the foregoing.
(d3) Notwithstanding anything the foregoing or any other term hereof, all of the applicable continuing covenants, representations and warranties on the part of the Borrowers under the Existing Credit Agreement and all of the claims and causes of action arising against the Borrowers 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 or any other Documents or any advance or provision of any Loan hereunder.
(4) Nexen hereby confirms and agrees that the Nexen Guarantee is and shall remain in full force and effect in all respects notwithstanding the amendment and restatement of the Existing Credit Agreement, including anything Agreement and the amendments and supplements contained in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred shall continue to herein, individually or collectively, as the “Existing Loan Documents”), (i) exist and apply to all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtednessU.K. Borrower and the U.S. Borrower, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution ofincluding, and not as a payment ofwithout limitation, the indebtedness, liabilities and obligations Obligations of the U.K. Borrower under such Existing Loan Documentand the U.S. Borrower under, pursuant or relating to this Agreement. The confirmation contained in this subsection is in addition to and neither the execution and delivery of such documents nor the consummation of shall not limit, derogate from or otherwise affect any other transaction contemplated hereunder is, or is intended to constitute, a novation provisions of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From Nexen Guarantee including, without limitation, Article 2 and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunder.Article 3
Appears in 1 contract
Sources: Credit Agreement (Nexen Inc)
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement)The parties hereto agree that, certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective Closing Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments following transactions shall be deemed to be made in such amounts occur automatically, without further action by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and any party hereto: (iia) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby deemed to be amended and restated in their its entirety by the terms, conditions and provisions of pursuant to this Agreement, and (b) the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document Collateral Documents (as defined in the Existing Credit Agreement and referred giving effect to herein, individually or collectively, any amendments thereto) and the Liens created thereunder in favor of Regions Bank as the “Collateral Agent and/or the Administrative Agent and securing the Obligations (as defined in the Existing Loan Documents”Credit Agreement), shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed, (ic) all of Obligations (as defined in the indebtedness, liabilities and obligations owing by the Borrower Existing Credit Agreement) under the Existing Credit Agreement shall continue as be deemed to be Obligations hereunder, (ii) all outstanding hereunder and this Agreement shall not constitute a novation of such Obligations or any of the indebtednessrights, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities duties and obligations of the Borrower parties hereunder and (d) all references in the other Credit Documents to the Existing Credit 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 Credit Agreement made under such Existing Loan Document, and neither in accordance with the execution and delivery terms of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation Section 11.4 of the Existing Credit Agreement. All Revolving Loans (as defined in the Existing Credit Agreement) and Swingline Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date shall, as of the Closing Date, be deemed to be a borrowing of Revolving Loans and Swingline Loans, respectively, in an equivalent amount and with the same Interest Period (to the extent applicable for Adjusted LIBOR Rate Loans) hereunder as of the Closing Date and in connection therewith, the Administrative Agent, the Borrower and the Lenders hereby acknowledge and agree that the Revolving Commitments (as defined in the Existing Credit Agreement) in effect under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated to the Revolving Commitments set forth on Appendix A and the Revolving Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated as necessary to give effect to the Revolving Commitments, and such reallocations shall be effective on the Closing Date and do not require any Assignment and Assumption or any other action of any Person. [END] Regions Bank $ 34,782,608.69 21.739130431 % $ 15,217,391.31 21.739130443 % PNC Bank, National Association $ 27,826,086.96 17.391304350 % $ 12,173,913.04 17.391304343 % Silicon Valley Bank $ 20,869,565.22 13.043478262 % $ 9,130,434.78 13.043478257 % ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Trustmark National Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Synovus Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Bank of America, N.A. $ 13,913,043.48 8.695652175 % $ 6,086,956.52 8.695652172 % ▇▇▇▇▇▇ Bank $ 10,434,782.60 6.521739125 % $ 4,565,217.40 6.521739143 % Date: _________, 20__ To: Regions Bank, as Administrative Agent Re: Amended and Restated Credit Agreement dated as of June 16, 2020 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Computer Programs and Systems, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the other Existing Borrower from time to time party thereto, as Guarantors, the Lenders from time to time party thereto and Regions Bank, as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: Pursuant to Section 2.8 of the Credit Agreement, the undersigned hereby requests (select one): ☐ A conversion or continuation of Revolving Loans ☐ A conversion or continuation of Term Loans ☐ A conversion or continuation of Swingline Loans
1. On _______________, 20__ (which is a Business Day).
2. In the amount of $__________.
3. Comprised of ______________ (Type of Loan Documents or any obligations thereunderrequested).
4. From and after the Effective Date, all existing Loans and outstanding Letters For Term SOFR Loans: with an Interest Period of Credit shall continue as Loans and Letters of Credit hereunder__________ month[s].
Appears in 1 contract
Amendment and Restatement. (a) As of On the Effective Date (immediately prior to and upon satisifaction of the effectiveness of this Agreement)conditions set forth in subsection 4.1 hereof, certain Lendersthe Lenders shall purchase and assume from Administrative Agent, at par, without recourse, and/or make, as lenders under the Existing case may be, the Term Loan Commitments, the Term Loans, the Revolving Loan Commitments, the outstanding Revolving Loans and participations in outstanding Letters of Credit, in each case as set forth in an allocation letter delivered to such Lender by Administrative Agent, which Term Loan Commitments, Term Loans, Revolving Loan Commitments, Revolving Loans, Letter of Credit Agreement, hold participations shall thereuon immediately amend and restate the Commitments loans and commitments under the Existing Credit Agreement in their entirety as set forth in Schedule 1.1A to Term Loan Commitments, Term Loans, Revolving Loan Commitments, Revolving Loans and Letter of Credit participations hereunder and shall be governed by the terms of this Agreement all as more particularly described herein and the Existing Credit Agreement (shall be immediately amended and restated in its entirety as more particularly described herein. The Lenders are not subject to or bound by any of the “Original Commitments”).
(b) Simultaneously with terms or provisions of the effectiveness of Existing Credit Agreement. The parties acknowledge and agree that this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by other Loan Documents do not constitute a novation, payment and between Lenders and from each Lender to each other Lenderreborrowing, with or termination of any of the same force and effect as if such assignments were evidenced by assignment agreements obligations of Borrower under the Existing Credit Agreement and (ii) that all such obligations are in all respects continued and outstanding as obligations under this Agreement and the Loans Notes with only the terms being modified from and Letters after the Effective Date as provided in this Agreement, the Notes and the other Loan Documents. In addition, this Agreement shall not release, limit or impair in any way the priority of Credit outstanding any security interests and liens held by Administrative Agent for the benefit of the Lenders against any assets of Borrower or any of Borrower’s Subsidiaries arising under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunderDocuments.
Appears in 1 contract
Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”).
(b) Simultaneously with the effectiveness of this Agreement on the Effective DateThe US Borrower, the parties hereby agree that (i) Canadian Borrower, the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Swing Line Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under Issuing Lender, the Existing Credit Agreement and (ii) other Lenders party hereto, the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the US Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the and Canadian Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such have agreed that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and are hereby 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, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(d) Notwithstanding anything in this is an amendment and restatement of the Existing Credit Agreement, including anything Agreement in this Section 10.19its entirety, and in any other Loan Document this Agreement is not a novation of the Existing Credit Agreement. The parties hereto acknowledge and agree that, effective as of the Closing Date, the Term Facility (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (iAgreement) all of the indebtedness, liabilities and obligations owing by the Borrower is terminated. The outstanding commitments under the Existing Credit Agreement shall continue have been assigned, renewed, extended, modified, and rearranged as Obligations hereunder, (ii) all US Commitments under and pursuant to the terms of this Agreement. Certain of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue US Facility Lenders (as Lenders under the corresponding amended Existing Credit Agreement) have agreed among themselves, in consultation with the US Borrower, to adjust their respective Commitments and restated Loan Document and (iii) each to terminate the commitments of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower certain lenders under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any who will not become a Lender hereunder (each an “Exiting Lender”). The US Administrative Agent, the US Facility Lenders, the US Borrower and each Exiting Lender (by receipt of the other payment in full of the Advances as defined in, and owing to it under, the Existing Loan Documents or any obligations thereunderCredit Agreement and, at such Exiting Lender’s request, under a separate exiting agreement executed by such Exiting Lender) consented to such reallocation and each Existing Lender’s adjustment of, and each Existing Lender’s assignment of, an interest in the commitments and the Existing Lenders’ partial assignments of their respective commitments. From On the Closing Date, and after giving effect to such reallocations, adjustments, assignments and decreases, the Effective Date, US Commitment of each US Facility Lender shall be as set forth on Schedule II. The US Facility Lenders shall make all existing Loans appropriate adjustments and outstanding Letters payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the US Facility Lenders’ commitments under the Existing Credit Agreement to under this Agreement. The US Borrower and each Lender party hereto that was a “Lender” under the Existing Credit Agreement hereby agrees and this Section 9.26 and any exiting agreement executed by an Exiting Lender that is acceptable to the US Administrative Agent and the US Borrower shall continue be deemed approved assignment forms as Loans and Letters of required under the Existing Credit hereunderAgreement.
Appears in 1 contract
Amendment and Restatement. On the date hereof (the “Restatement Date”), the Original Revolving Loan Agreement shall be amended, restated and superseded by this Agreement. The parties hereto acknowledge and agree that (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Revolving Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A Notes delivered pursuant to the Existing Credit this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Commitments”).
Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) Simultaneously such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit all loans outstanding under the Existing Credit Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunderterms and conditions set forth in this Agreement. Notwithstanding anything to Without limitation on the contrary in Section 10.6 foregoing, each of the Existing Credit AgreementBorrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, no other documents or instruments, including any assignment agreement, shall be executedas amended, and no fees payable agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers contained in or delivered (including representations and warranties delivered in connection with the assignments herein making of the loans or other extensions of credit thereunder) in connection with the Original Loan Agreement, shall be payable. On survive the Effective Date, execution and delivery of this Agreement but in favor of the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A.
(c) The Borrower, the Administrative Agent; provided, however, that it is understood and agreed that the Issuing Lenders and Borrowers’ monetary obligations under the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions Original Revolving Loan Agreement in respect of the Existing Credit Agreement shall be loans and letters of credit thereunder are hereby 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, except as otherwise expressly provided herein, shall be superseded evidenced by this Agreement.
(d) Notwithstanding anything in this . All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Existing Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Agreement, including anything in this Section 10.19, Note” shall mean and in any other Loan Document (be a Revolving Credit Note as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under each Existing Loan Document shall continue under the corresponding amended and restated Loan Document and (iii) each of this Agreement and any other Existing Loan Document that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under such Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. From and after the Effective Date, all existing Loans and outstanding Letters of Credit shall continue as Loans and Letters of Credit hereunderAgreement.
Appears in 1 contract
Sources: Revolving Loan and Security Agreement (Diversicare Healthcare Services, Inc.)