Amendment and Restatement. (a) It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans. (b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: Credit Agreement (Education Management Corporation)
Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Loan Parties and the Lender:
(a) It is Simultaneously with the intention Closing Date, the parties hereby agree that the Commitments shall be as set forth herein. 71585517_5
(b) The Borrower and the Lender hereby agree that upon the effectiveness of each this Agreement and the Restatement, the terms and provisions of the parties hereto that Existing Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Lender and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing ARCACredit Agreement, which is an except as otherwise expressly provided herein, shall be superseded by this Agreement.
(c) Notwithstanding this amendment and restatement of the Original Existing Credit Agreement, be including anything in this Section 1.08, and in any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Loan Party under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder and all indebtedness, liabilities and obligations of any Person other than a Loan Party under the Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, and (ii) each of this Agreement and any other Loan Document (as defined herein) that is amended and restated so in connection with this Agreement is given as to preserve a substitution of, and not as a payment of, the perfection and priority of all security interests securing indebtedness indebtedness, liabilities and obligations of the Borrower under the Original Existing Credit Agreement or any Prior Loan Document and neither the Existing ARCA execution and that all Indebtedness and Obligations delivery of such documents nor the Credit Parties consummation of any other transaction contemplated hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not is intended to constitute a novation of the obligations and liabilities existing under the Original Existing Credit Agreement or of any of the Existing ARCA provided that all Loans, Letters of Credit other Prior Loan Documents or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date)obligations thereunder. Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each all Loans owing by the Borrower and outstanding 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 Document Documents shall continue as Letters of Credit hereunder. The “Term Loan” under the Existing Credit Agreement (as defined therein) shall accrue interest at the Eurodollar Floating Rate hereunder and the parties hereto agree that was the Interest Periods for all outstanding amounts under the “Line of Credit” under the Existing Credit Agreement (as defined therein) on the Closing Date shall remain in effect immediately prior to the Second ARCA Effective Date shall continue to be effectivewithout renewal, unless the context requires otherwise. The parties hereto further acknowledge and agree that interruption or extension as Eurodollar Floating Rate Loans under this Agreement constitutes an amendment of and accrue interest at the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In additionEurodollar Floating Rate hereunder; provided, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from that on and after the Second ARCA Effective Closing Date, all references the Applicable Rate applicable to the “any Loan or Letter of Credit Agreement” contained therein hereunder shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page definition of such Lender Applicable Rate in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Closing Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Amendment and Restatement. On and after the Amendment and Restatement Effective Date, this Agreement will automatically and without further action of any kind amend and restate in its entirety the Original Credit Agreement and, upon the Amendment and Restatement Effective Date the terms and provisions of the Original Credit Agreement shall, subject to this Section 12.19, be superseded hereby and thereby and the Commitments (aas defined in the Original Credit Agreement) It is the intention of each Lender who is not a party to this Agreement shall terminate in their entirety on the Amendment and Restatement Effective Date; provided, however, that notwithstanding the amendment and restatement of the parties hereto that Original Credit Agreement by this Agreement, the Existing ARCABorrower shall continue to be liable to the Administrative Agent, which each Indemnified Person and each Lender (each as defined in the Original Credit Agreement) (the "Original Credit Agreement Persons") with respect to the agreements of the Borrower in Sections 3.5, 3.6, 11.5 and 12.4 of the Original Credit Agreement; provided, however, notwithstanding anything else in this Agreement to the contrary, if for any reason this Agreement is not legally sufficient to constitute an amendment and restatement of the Original Credit Agreement, then this Agreement shall constitute a new credit facility and shall be amended and restated so deemed to refinance in full the "Obligations" (as to preserve the perfection and priority of all security interests securing indebtedness and obligations defined under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing Agreement) under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date)Agreement. Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.ARTICLE XIII
Appears in 1 contract
Amendment and Restatement. (a) It This Agreement is the intention of each of the parties hereto that intended to amend and restate and supersede and replace in its entirety the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, without novation, with the Commitments set forth herein and the Lenders and L/C Issuers party hereto. Any Lender party to the Existing Credit Agreement not listed in the signature pages hereof shall cease to be amended and restated so as to preserve a Lender on the perfection and priority Closing Date upon payment of all security interests securing indebtedness amounts (except principal) due to it under Section 4.01(e) and all amounts of principal owing to it under Section 10.22(b). Without limiting the generality of the foregoing, on the Closing Date, each Lender listed on the signature pages hereof not previously party to the Existing Credit Agreement shall be and become a Lender hereunder and shall have all of the rights and be obligated to perform all of the obligations of a Lender hereunder to the extent of its Commitment. Notwithstanding anything to the contrary contained in the Existing Credit Agreement, in order to effect the restructuring of the existing credit facilities as contemplated by this Agreement, (i) all existing Letters of Credit under (and as defined in) the Existing Credit Agreement will be deemed to be Letters of Credit in accordance with this Agreement and (ii) all accrued and unpaid interest, and all accrued and incurred and unpaid fees, costs and expenses payable under the Original Existing Credit Agreement, including all accrued and unpaid Facility Fees under (and as defined in) Section 2.09(a) of the Existing Credit Agreement, Letter of Credit Fees under (and as defined in) Section 2.03(h) of the Existing Credit Agreement, and fronting fees under (and as described in ) Section 2.03(i) of the Existing Credit Agreement, and all fees and expenses outstanding under Section 10.04(a) and Section 10.04(b) of the Existing Credit Agreement and other similar costs and expenses, will be due and payable on the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Closing Date. The Letters of Credit (undrawn or other Credit Extensions drawn but as yet 127 sf-3344711 unreimbursed as of the Closing Date) outstanding under the Original Existing Credit Agreement and on the Existing ARCA shall continue Closing Date, which are specified on Schedule 1.02, shall, following the satisfaction of all conditions precedent as Loansset forth in Section 4.01 to the initial Credit Extension hereunder, be deemed to constitute Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, issued hereunder in the case same manner and subject to the same terms and conditions as if issued initially as Letters of Eurocurrency Credit pursuant to Section 2.03.
(b) On the Closing Date, each “Tranche 1 Loan” and “Tranche 2 Loan” under the Existing Credit Agreement shall be deemed to be a Tranche 1 Loan hereunder, and each “Tranche 3 Loan” under the Existing Credit Agreement shall be deemed to be a Tranche 2 Loan hereunder. Each Tranche 1 Lender hereunder shall have the Applicable Percentage for Tranche 1 as set forth in Schedule 2.01. Each Tranche 1 Lender having Tranche 1 Loans outstanding on the Closing Date and whose Applicable Percentage in respect of such Tranche 1 Loans has been decreased on the Closing Date, and each Lender under the Existing Credit Agreement not continuing as a Lender hereunder, shall be deemed to have assigned on the Closing Date, without recourse, ratably to each Tranche 1 Lender increasing its Tranche 1 Commitment (including an “Increasing Tranche 1 Lender”) and to any Eurocurrency new Tranche 1 Lender with a Tranche 1 Commitment (a “New Tranche 1 Lender”) on the Closing Date such ratable portion of such Tranche 1 Loans that are as shall be necessary to effectuate such adjustment. Each Increasing Tranche 1 Lender and each New Tranche 1 Lender on the Closing Date shall (i) be deemed to have assumed such ratable portion of such Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term 1 Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant fund on the Closing Date such assumed amounts to the provisions hereof), with Administrative Agent for the same Interest Periods as were applicable to account of each such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement assigning Lender in accordance with the Amendment provisions hereof in the amount notified to such Increasing Tranche 1 Lender or New Tranche 1 Lender by the Administrative Agent. Each Tranche 2 Lender hereunder shall have the Applicable Percentage for Tranche 2 as set forth in Schedule 2.01. Each Tranche 2 Lender having Tranche 2 Loans outstanding on the Closing Date and Restatement Agreementwhose Applicable Percentage in respect of such Tranche 2 Loans has been decreased on the Closing Date, and each Loan Document that was in effect immediately prior Lender under the Existing Credit Agreement not continuing as a Lender hereunder, shall be deemed to have assigned on the Closing Date, without recourse, ratably to each Tranche 2 Lender increasing its Tranche 2 Commitment (an “Increasing Tranche 2 Lender”) and to any new Tranche 2 Lender with a Tranche 2 Commitment (a “New Tranche 2 Lender”) on the Closing Date such ratable portion of such Tranche 2 Loans as shall be necessary to effectuate such adjustment. Each Increasing Tranche 2 Lender and each New Tranche 2 Lender on the Closing Date shall (i) be deemed to have assumed such ratable portion of such Tranche 2 Loans and (ii) fund on the Closing Date such assumed amounts to the Second ARCA Effective Date shall continue to be effective, unless Administrative Agent for the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment account of the Existing ARCA made under and each such assigning Lender in accordance with the terms provisions hereof in the amount notified to such Increasing Tranche 2 Lender or New Tranche 2 Lender by the Administrative Agent.
(c) The Company ratifies, affirms and acknowledges all of Section 10.5 its Obligations in respect of the Existing ARCA. In addition, unless specifically amended hereby, each Letters of the Credit and related Issuer Documents, and the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein Tranche 1 Lenders shall be deemed to refer to this Agreement have participating interests in the Existing Letters of Credit and all references to related Issuer Documents as of the Closing Date in accordance with their Applicable Tranche B Term Loans shall be deemed to refer to the Term Loans1 Percentage as reflected in Schedule 2.01 attached hereto.
(bd) Each Lender that executes and delivers All previously outstanding promissory notes under the Amendment and Restatement Existing Credit Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant tocancelled upon the occurrence of the Closing Date and the issuance of the Notes hereunder. Additionally, and subject those Lenders party hereto which are also party to the terms and conditions of, this Existing Credit Agreement hereby waive any prior notice requirement under the Existing Credit Agreement with 128 sf-3344711 respect to the termination of commitments thereunder and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page making of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.any prepayments thereunder. 129 sf-3344711
Appears in 1 contract
Sources: Credit Agreement (Jacobs Engineering Group Inc /De/)
Amendment and Restatement. (a) It is The parties to this Agreement agree that, upon (i) the intention of execution and delivery by each of the parties hereto that the Existing ARCA, which is an amendment of this Agreement and restatement (ii) satisfaction of the Original conditions set forth in §10, the terms and provisions of each Existing Credit AgreementAgreement shall be and hereby are amended, be amended superseded and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured in their entirety by the Collateral Documents terms and that provisions of this Agreement. This Agreement does is not intended to and shall not constitute a novation novation, payment and reborrowing or termination of the obligations “Obligations” (as defined in each Existing Credit Agreement). All “Loans” made, “Letters of Credit” issued, and liabilities existing “Obligations” incurred under the Original each Existing Credit Agreement or which are outstanding on the Existing ARCA provided that all LoansClosing Date, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA if any, shall continue as Loans, Letters of Credit, and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof, all references in the “Loan Documents” (as defined in each Existing Credit or other Agreement) to the “Obligations” shall be deemed to refer to the Obligations hereunder.
(b) Upon the Closing Date, unless amended and restated in connection with this Agreement, all “Loan Documents” (as defined in each Existing Credit ExtensionsAgreement), including, without limitation, any Notes and any Guaranty, shall remain in full force and effect, as applicablethe same may be specifically modified and/or amended by the terms thereof, under and constitute Loan Documents hereunder and all references to the “Agent”, “Credit Agreement” and the “Loan Documents” therein shall be deemed to refer to the Administrative Agent, this Agreement (andand the Loan Documents, in the case respectively. Each Loan Party hereby ratifies, confirms, and reaffirms all of Eurocurrency Loans (including its obligations under any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted such Loan Document to 2015 Revolving Loanswhich it is a party, in each case pursuant to the provisions hereof), with as the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to may be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with specifically modified and/or amended by the terms thereof, and acknowledges and agrees that all Liens in any of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits its assets and Schedules to the Existing ARCA properties created under any such Loan Documents shall continue in full force and effect and that, from and after shall secure the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender Obligations (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyhereunder).
Appears in 1 contract
Amendment and Restatement. The Borrower, the Banks and the Administrative Agent agree that, upon (ai) It is the intention execution and delivery of this Agreement by each of the parties hereto that and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing ARCACredit Agreement shall be and hereby are amended, which superseded and restated in their entirety by the terms and provisions of this Agreement and each Departing Bank shall cease to be a party to the Existing Credit Agreement as evidenced by its execution and delivery of its Departing Bank Signature Page. This Agreement is an amendment not intended to and restatement shall not constitute a novation, payment and reborrowing or termination of the Original Credit Agreement, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations Obligations under the Original Existing Credit Agreement and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “Loans” made and “Obligations” incurred under (and defined in) the Existing ARCA Credit Agreement which are outstanding on the Effective Date shall constitute Loans and that all Indebtedness Obligations, respectively, under (and Obligations of the Credit Parties hereunder and thereunder shall be secured governed by the Collateral Documents and that terms of) this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwiseDocuments. The parties hereto further acknowledge and agree commitment of each Bank that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules is a party to the Existing ARCA Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall continue in full force and effect and thatbe those hereunder. Without limiting the foregoing, from and after upon the Second ARCA Effective Date, effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” contained therein and the “Credit Documents” shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
Credit Documents, (b) Each Lender that executes and delivers all obligations constituting “Obligations” under the Amendment and Restatement Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the date hereof shall continue as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, Obligations under this Agreement and the Amendment 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 Restatement 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 convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans a Bank hereunder reflect such Bank’s Commitments on the date hereof, 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 Departing Bank in a principal amount (if any) connection with the sale and assignment of any Eurodollar Loan on the terms and in the manner set forth in the signature page of such Lender to the Amendment and Restatement Agreement Section 2.11 hereof and (Bd) its Revolving Loans into 2015 Revolving Loans 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 principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyhereunder.
Appears in 1 contract
Amendment and Restatement. (a) It is On the intention of each of Closing Date, the parties hereto that Original Credit Agreement shall be amended and restated in its entirety by this Agreement and (a) all references to the Existing ARCAOriginal Credit Agreement in any Loan Document other than this Agreement (including in any amendment, which is an amendment waiver or consent) shall be deemed to refer to the Original Credit Agreement as amended and restatement restated hereby, (b) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (c) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be amended and restated so as deemed to preserve the perfection and priority of all security interests securing indebtedness and obligations under be reference to the Original Credit Agreement as amended and the Existing ARCA restated hereby and that all Indebtedness and Obligations (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 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. This Credit Parties hereunder Agreement is not intended to constitute, and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute constitute, a novation of the obligations and liabilities existing 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 Existing ARCA provided that 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 Loans, Letters of Credit or other Credit Extensions outstanding “Obligations” and “Secured Obligations” under the Original Credit Agreement as of the Closing Date shall be deemed to be Obligations and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, Secured Obligations outstanding under this Agreement (and, in whether or not such “Obligations” and “Secured Obligations” are contingent as of the case of Eurocurrency Loans (including any Eurocurrency Loans that are (iClosing Date) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (iiiii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit AgreementLiens” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Original Credit Agreement) will be deemed granted under the Loan Documents shall continue to have agreed secure the Obligations and Secured Obligations under this Agreement.
(c) With respect to have committed pursuant toany “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”’), and subject 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 terms and conditions of, 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 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 parties hereto agrees that Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, upon the Closing Date and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth execution of this Agreement, each Lender shares in the signature page of such Lender to the Amendment and Restatement Agreement and (B) aggregate Revolving Exposure based on its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyPro Rata Percentage.
Appears in 1 contract
Amendment and Restatement. (a) It is On the intention of each of the parties hereto that Restatement Date, the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, Agreement shall be amended and restated so as in its entirety by this Agreement and (i) all references to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Existing Credit Agreement and in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing ARCA Credit Agreement as amended and that restated hereby, (ii) all Indebtedness and Obligations references to any section (or subsection) of the Existing Credit Parties hereunder and thereunder Agreement in any Loan Document (but not herein) shall be secured by amended to be, mutatis mutandis, references to the Collateral Documents and that corresponding provisions of this Agreement and (iii) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Credit Agreement as amended and restated hereby. This Agreement is not intended to constitute, and does not constitute constitute, a novation of the obligations and liabilities existing under the Original Existing Credit Agreement or (including the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement Term Loans and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, Revolving Loans it being agreed that the outstanding Existing Term Loans and Existing Revolving Loans are being continued under this Agreement) or to evidence payment of all or any portion of such obligations and liabilities. On and after the Restatement Date, (i) the Existing Credit Agreement shall be of no further force and effect except as amended and restated hereby and except to evidence (and1) the incurrence by any Credit Party of the "Obligations" under and as defined therein (whether or not such "Obligations" are contingent as of the Restatement Date), in (2) the case of Eurocurrency Loans representations and warranties made by any Credit Party prior to the Restatement Date, and (3) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Date (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans failure, prior to the Restatement Date, to comply with the covenants contained in such Existing Credit Agreement), and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, of this Agreement and the Amendment Lenders' rights and Restatement Agreement remedies under the Loan Documents, shall apply to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in all Obligations incurred under the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Existing Credit Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (PHC Inc /Ma/)
Amendment and Restatement. (a) It is the intention of each Each of the parties hereto that agrees as follows:
10.1 this Agreement (including all Exhibits and Schedules) shall amend, restate and replace in its entirety the Existing ARCA, which is an amendment Loan Agreement (including all exhibits and restatement of schedules attached thereto) with respect to 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 Existing COI Equipment Term Loan and the Existing ARCA and that all Indebtedness and Obligations of Revolving Loan on the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Restatement Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, ;
10.2 from and after the Second ARCA Effective Datedate first set forth above, all references to the “Credit Loan Agreement” contained therein in the Loan Documents shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans any Article or Section (or subsection) of this Agreement in any other Loan Document shall be deemed amended to refer become references to the Term Loans.corresponding provisions of this Agreement;
(b) Each Lender 10.3 this Agreement shall not constitute a novation of the obligations and liabilities of the parties under the Existing Loan Agreement or the other Loan Documents as in effect prior to the date first set forth above and that executes remain outstanding as of the date first set forth above and delivers all obligations under the Amendment and Restatement Existing Loan Agreement as an Extending Lender (as defined such obligations may be amended, supplemented, replaced, expanded, extended or otherwise modified hereby on the date first set forth above) shall constitute obligations hereunder and shall continue to be valid, enforceable and in full force and effect and not to be impaired, in any respect, by the Amendment effectiveness of this Agreement; and
10.4 this amendment and Restatement Agreement) will restatement of the Existing Loan Agreement shall be deemed limited as written and not be a consent to have agreed any other amendment, restatement, supplement, waiver or other modification of any other provisions under any Loan Documents, without regard to have committed pursuant towhether similar, and subject to the and, except as expressly provided herein or in any other Loan Document, all terms and conditions of, this Agreement of the Loan Documents remain in full force and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyeffect unless otherwise specifically amended hereby.
Appears in 1 contract
Sources: Super Priority Loan and Security Agreement (Real Good Food Company, Inc.)
Amendment and Restatement. (a1) It is This Agreement amends and restates the intention of each provisions of the parties hereto that the Existing ARCA, which is an amendment and restatement of 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 shall not be considered a novation thereof. This Agreement shall supersede the Existing ARCA Credit Agreement insofar as it constitutes the entire agreement between the parties concerning the subject matter of this Agreement. With respect to (i) any date or time period occurring and that all Indebtedness ending prior to the Closing Date, the rights and Obligations obligations of the Parties hereto and party to the Existing Credit Parties hereunder and thereunder Agreement shall be secured governed by the Collateral Existing Credit Agreement (including, the exhibits and schedules thereto) and the other Loan Documents (as defined therein), which for such purposes shall remain in full force and that effect; and (ii) any date or time period occurring or ending on or after the Closing Date, the rights and obligations of the Parties hereto shall be governed by this Agreement does (including, the Schedules hereto) and the other Loan Documents (as defined herein). Any provision hereof which differs from or is inconsistent with a provision of the Existing Credit Agreement constitutes an amendment to the Existing Credit Agreement with each such amendment being effective as and from the Closing Date. This Agreement will not discharge or constitute a novation of any debt, obligation, covenant or agreement contained in the obligations and liabilities existing under the Original Existing Credit Agreement or in any Security or other Loan Documents, agreements, certificates and other documents executed and delivered by or on behalf of the parties thereto in respect thereof or in connection therewith, but same shall remain in full force and effect save to the extent same are amended and restated by the provisions of this Agreement and are hereby ratified and confirmed in all respects. For greater certainty, all Existing Advances under the Revolving Credit provided for in the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding Agreement shall be deemed to be Advances under the Original Revolving Credit provided for under this Agreement and all Existing Advances under the Term Credit provided for in the Existing Credit Agreement shall be deemed to be Advances under the Term Credit provided for under this Agreement provided that, for greater certainty, all interest rates, fees and commissions applicable to any Existing Advances by way of B/As or B/A Equivalent Loans shall be determined in accordance with pricing set out in the Existing ARCA shall continue Credit Agreement until such time as Loanssuch Existing Advances are converted, Letters of Credit repaid, renewed or other Credit Extensionsrolled over under this Agreement, as applicable, under . All representations and warranties set out in this Agreement (andare freshly made on the date hereof, but nothing herein shall release or otherwise affect the liability of the Borrowers or the Guarantors in connection with the representations and warranties provided by them in the case Existing Credit Agreement.
(2) Each Obligor hereby represents, warrants, acknowledges and agrees with the Agent that all Security and other Loan Documents executed and delivered by it to the Agent prior to the date of Eurocurrency Loans this Agreement, including, without limitation, the Guarantee Agreements dated November 7, 2012 (including any Eurocurrency Loans that are (ithe “Existing Guarantees”) Tranche C Term Loans that shall have been converted entered into Eurocurrency Loans that are Tranche C-2 Term Loans between each of the Obligors and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case the Agent pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Existing Credit Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue continues in full force and effect and thatremains valid and enforceable in accordance with its terms, from save to the extent same are amended by the provisions of this Agreement and are hereby ratified and confirmed.
(3) Furthermore, each Obligor (who was a party to the Existing Credit Agreement) hereby confirms, acknowledges and agrees that on and after the Second ARCA Effective Date, all references to Closing Date (a) the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.Existing
Appears in 1 contract
Amendment and Restatement. (a) It is The Borrower, each Guarantor, the intention Administrative Agent and the Lenders hereby agree that on the Effective Date of each this Agreement (a) the terms and provisions of the parties hereto Existing Agreement that in any manner govern or evidence the Existing ARCAObligations, which is an amendment the rights and restatement interests of the Original Credit AgreementAdministrative Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated so as to preserve in their entirety by the perfection terms, conditions and priority provisions of all security interests securing indebtedness and obligations under the Original Credit Agreement this Agreement, and the Existing ARCA terms and that all Indebtedness and Obligations provisions of the Credit Parties hereunder and thereunder Existing Agreement, except as otherwise expressly provided herein, shall be secured superseded by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA Agreement; provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement consents and waivers obtained in connection with the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and thatbe applicable to this Agreement, from and after (b) Exhibits A-E, G and H of the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein Existing Agreement shall be deemed to refer amended and restated in the form of Exhibits A-E, G and H attached to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term LoansAgreement.
(b) Each Lender that executes Notwithstanding this amendment and delivers restatement of the Amendment Existing Agreement, including anything in this Section 1.01 and Restatement Agreement as an Extending Lender (as defined in certain of the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant toPrior Loan Documents, and subject except to the terms extent expressly provided for herein, (i) all of the indebtedness, liabilities and conditions ofobligations owing by the Borrower under the Existing Agreement and other Prior Loan Documents shall continue as Obligations hereunder, (ii) each of this Agreement and the Amendment Notes and Restatement the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower and the Guarantors under the Existing Agreement or any Prior Loan Document and is not intended to convert constitute a novation thereof or of any of the other Prior Loan Documents, (Aiii) its Tranche C Term Loans into Tranche C-2 Term Loans certain of the Prior Loan Documents will remain in a principal amount (if any) full force and effect, as set forth in this Agreement, and (iv) and the signature page security interests granted by the Loan Parties and the Liens created under the Prior Loan Documents shall continue, uninterrupted, in full force and effect under the Loan Documents. Commencing on the Effective Date, all Loans owing by the Borrower and outstanding under the Existing Agreement shall continue as Loans hereunder. Base Rate Loans under the Existing Agreement shall continue to 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 Agreement on the Effective Date shall remain in effect without renewal, interruption or extension as Eurodollar Rate Loans under this Agreement and shall continue to accrue interest at the Eurodollar Rate plus the Applicable Margin hereunder.
(c) The Borrower and each Guarantor hereby acknowledges that it has reviewed the terms and provisions of such Lender this Agreement and consents to the Amendment amendment and Restatement restatement of the Existing Credit Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment execution and Restatement delivery of any new Loan Documents effected pursuant to this Agreement. The Borrower and each Guarantor hereby confirms that each Loan Document to which it is a party or otherwise bound, and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all "Obligations," "Guarantors' Obligations" and "Secured Obligations" as the case may be (in each case on as the Second ARCA Effective Dateapplicable terms are defined in the applicable Loan Document), including without limitation the payment and performance of all such "Obligations," "Guarantors' Obligations" and "Secured Obligations," as the case may be, in respect of the Obligations of each of the Loan Parties now or hereafter existing under or in respect of this Agreement and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyNotes defined herein.
Appears in 1 contract
Sources: Credit Agreement (Jarden Corp)
Amendment and Restatement. (a1) It This Agreement is the intention of each of the parties hereto that the Existing ARCA, which is and shall for all purposes be deemed to be an amendment and restatement of the Original provisions of the Existing Credit Agreement. While this Agreement will supersede the Existing Credit Agreement insofar as it constitutes the entire agreement between the parties concerning the subject matter of this Agreement, this Agreement merely amends and restates the Existing Credit Agreement and does not constitute or result in a novation or rescission of the Existing Credit Agreement, be amended and restated so as the existing Guarantees or any other Loan Document except for the release of security contemplated in Section 3.1(3).
(2) The parties confirm that none of the outstanding Advances pursuant to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Existing Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations has been repaid or replaced by new obligations as a result of the Credit Parties hereunder and thereunder shall this Agreement. All of those outstanding Advances are deemed to be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, Advances under this Agreement (andas more specifically provided in Section 2.3, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment all of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender Obligations (as defined in the Amendment and Restatement Existing Credit Agreement) will be are deemed to have agreed to have committed pursuant tobe Obligations under this Agreement.
(3) Without in any way limiting the terms of the Existing Credit Agreement or the other Loan Documents, the Obligors ratify and subject confirm the existing Guarantees and agree that they shall continue as guarantees of all of the Obligations and Other Secured Obligations (or that part of them that is described in any particular Guarantee), including those arising as a result of this Agreement. Any references in the Guarantees or other Loan Documents to the terms and conditions of, Existing Credit Agreement or section numbers in the Existing Credit Agreement shall be interpreted as referring to this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page corresponding Sections of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Dateit, and the Company and Guarantees are hereby amended accordingly.
(4) Without limiting Section 1.2(3):
(a) the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.definition of “Secured Parties” in each of the Guarantees dated as of 15 April 2008 is hereby amended so that it means at any time each Person that is then a “Lender,” “Agent” or “Holder” as defined in this Agreement;
Appears in 1 contract
Sources: Credit Agreement (Iamgold Corp)
Amendment and Restatement. (a) It is On the intention of each of the parties hereto that Effective Date, the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, Agreement shall be amended and restated so 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 preserve any section (or subsection) of the perfection Existing Credit Agreement in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (c) except as the context otherwise requires, all references to this Agreement herein (including for purposes of indemnification and priority reimbursement of fees) shall be deemed to be reference to the Existing Credit Agreement as amended and restated hereby, (d) each Loan Party (i) reaffirms all security interests securing indebtedness and of its obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations 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, each Loan Document to which it is a party shall remain in full force and effect in accordance with the terms thereof and (e) each Bank’s participations in Letters of Credit Parties hereunder and thereunder Swingline Loans, shall be secured by reallocated on the Collateral Documents Effective Date in accordance with each Bank’s Applicable Percentage. This Agreement is not intended to constitute, and that this Agreement does not constitute constitute, a novation of the obligations and liabilities existing under the Original Existing Credit Agreement (including the Obligations as defined therein) or to evidence payment of all or any portion of such obligations and liabilities.
(b) On the Effective Date, each party hereto acknowledges and agrees that (a) the “Revolving Commitment” (as defined in the Existing ARCA provided Credit Agreement) of each Bank that is a party to this Agreement as an “Exiting Bank” (an “Exiting Bank”) shall be deemed assigned and reallocated on the Effective Date in accordance with each Bank’s Applicable Percentage, (b) all existing “Term Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and ” (as defined in the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (iAgreement) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in held by each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans Exiting Bank immediately prior to the Second ARCA Effective Date). Upon Date shall be deemed assigned to Bank of America, N.A. pursuant to Section 8.5(v) of the Existing Credit Agreement, (c) the assignment referenced in the immediately preceding clause (b) shall be deemed to have occurred and be effective immediately prior to the effectiveness of this Agreement in accordance with and (d) all outstanding Obligations owing to each Exiting Bank under the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to Existing Credit Agreement on the Second ARCA Effective Date shall continue be paid in full, and each Exiting Bank shall cease to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that a Bank under this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: Credit Agreement (Allegion PLC)
Amendment and Restatement. This Agreement amends and restates in its entirety the Original Loan and Security Agreement effective as of the date hereof. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Secured Obligations” (a) It as defined in the Original Loan and Security Agreement). Instead, it is the express intention of each of the parties hereto that to reaffirm the Existing ARCAindebtedness, which is an amendment obligations and restatement of the Original Credit Agreement, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations liabilities created under the Original Credit Loan and Security Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be which is secured by the Collateral Documents and that this Agreement does not constitute a novation pursuant to the terms of the applicable Loan Documents. Each Borrower acknowledges and confirms that the liens and security interests granted pursuant to the applicable Loan Documents secure the applicable indebtedness, liabilities and obligations and liabilities existing of Borrower to the Lenders under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement Loan and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit ExtensionsSecurity Agreement, as applicable, under amended and restated by this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each the Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA Documents shall continue in full force and effect in accordance with their terms unless otherwise amended by the parties thereto, and thatthat the term “Secured Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of Borrower to Agent and the Lenders) includes, without limitation, the indebtedness, liabilities and obligations of Borrower under this Agreement, and under the Original Loan and Security Agreement, as amended and restated hereby, as the same further may be amended, modified, supplemented and/or restated from time to time. The Loan Documents and after all agreements, instruments and documents executed or delivered in connection with any of the Second ARCA Effective Date, all references foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Each reference to the “Credit Loan and Security Agreement” contained therein in any Loan Document shall mean and be a reference to this Agreement (as further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Loan Documents to particular section numbers in the Original Loan and Security Agreement shall be deemed to refer to this Agreement and all be cross-references to the Tranche B Term Loans shall be deemed to refer to the Term Loanscorresponding sections, as applicable, of this Agreement.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: Loan and Security Agreement (Genocea Biosciences, Inc.)
Amendment and Restatement. (a) It is the intention of each of the parties hereto that The terms, conditions, agreements, covenants, representations and warranties set forth in the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, be Agreement are simultaneously amended and restated in their entirety, and as so amended and restated, are hereby replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement, and as of the Closing Date neither the Borrower nor the Administrative Agent and Lenders shall be subject to preserve or bound by any of the perfection and priority terms of all security interests securing indebtedness and obligations under the Original Existing Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall only be secured subject to or bound by the Collateral terms and provisions of this Agreement, except that nothing herein or in the other Loan Documents and that this Agreement does not shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the obligations and liabilities “Obligations” existing under (and as defined in) the Original Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrower evidenced by or arising under the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement . All Existing Obligations and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.other loans, advances and other financial
(b) Each Lender of the Lenders party to this Agreement acknowledges and agrees that executes (i) as of the Closing Date, immediately prior to the occurrence of the Closing Date, the Borrower has one or more outstanding Term SOFR Loans under the Existing Credit Agreement (the “Existing Term SOFR Loans”) and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreementii) will be deemed to have agreed to have committed pursuant toon, and subject to the terms and conditions occurrence of, this Agreement and the Amendment and Restatement Agreement to convert Closing Date, the Borrower may either (A) its Tranche C prepay such Existing Term SOFR Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and or (B) its Revolving reallocate such Existing Term SOFR Loans into 2015 Revolving Loans among the Lenders party hereto in a principal amount (if any) set forth manner which ensures that Committed Loans outstanding under this Agreement are maintained on a ratable basis in accordance with the signature page Applicable Percentages of the Lenders party hereto. By executing this Agreement, each of the Lenders party hereto agrees that to the extent the Closing Date is not the last day of the Interest Period applicable to such Existing Term Loans, each such Lender waives any right to compensation pursuant to Section 3.05 which such Lender may otherwise be entitled to in connection with such prepayment or reallocation of such Lender to the Amendment and Restatement Agreement, in each case Existing Term Loans on the Second ARCA Effective Closing Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.. [signature pages follow]
Appears in 1 contract
Amendment and Restatement. (a) It Except as expressly set forth herein, it is the intention of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that that:
(a) this Agreement does not constitute a novation of the obligations and liabilities existing of the parties under the Original Credit Common Terms Agreement or the Existing ARCA provided other Original Finance Documents as in effect prior to the Upsize Closing Date and that remain outstanding as of the Upsize Closing Date (including, without limitation, all Loans, Letters of Credit or other Credit Extensions outstanding Liens and security interests in the Collateral created under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under Security Documents);
(b) this Agreement (andincluding all Exhibits and Schedules attached hereto) amends, restates, replaces and supersedes in its entirety the case of Eurocurrency Loans Original Common Terms Agreement (including any Eurocurrency Loans all Exhibits and Schedules attached thereto) on the Upsize Closing Date and the Original Common Terms Agreement (including all Exhibits and Schedules attached thereto) thereafter shall be of no further force and effect, apart from the provisions that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with terms of the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to Original Common Terms Agreement survive the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that termination thereof;
(c) this Agreement constitutes an amendment of the Existing ARCA Original Common Terms Agreement made under and in accordance with the terms of Section 10.5 23.15 of the Existing ARCA. In additionOriginal Common Terms Agreement and, unless specifically amended herebyin connection therewith, each the amendments set forth herein shall be binding upon all of the Credit Documents, the Exhibits and Schedules parties to the Existing ARCA shall continue in full force and Original Common Terms Agreement with the written consent of the Intercreditor Agent immediately prior to giving effect and that, to this Agreement on the Upsize Closing Date;
(d) from and after the Second ARCA Effective Upsize Closing Date, all references to the “Credit Common Terms Agreement” contained therein 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 the Tranche B Term Loans any section (or subsection) of this Agreement in any other Finance Document shall be deemed amended to refer become, mutatis mutandis, references to the Term Loans.corresponding provisions of this Agreement; and
(be) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender all Senior Debt Obligations (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, 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 Amendment and Restatement effectiveness of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in be duly executed as of the signature page of such Lender to the Amendment say and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and year first above written. as the Company and By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer as the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.Guarantor By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer as Credit Facility Agent By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director as Intercreditor Agent By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Manager, Agency
Appears in 1 contract
Amendment and Restatement. (a) It is This Agreement amends and restates the intention of Original Term Loan Credit Agreement in its entirety. The Original Term Loan Credit Agreement, as amended and restated by this Agreement, and each of the parties hereto that other Loan Documents are and shall continue to be in full force and effect. Each Loan Party hereby expressly acknowledges, ratifies and confirms the Existing ARCA, which is an terms of this Agreement and the amendment and restatement of the Original Term Loan Credit AgreementAgreement occurring on the Closing Date and reaffirms, be amended as of the Closing Date, (i) the covenants and restated so agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to preserve the perfection amendments and priority the transactions contemplated hereby on the Closing Date and (ii) its guarantee of all security interests securing indebtedness and obligations the Obligations under the Original Credit Agreement Guaranty, as applicable, and its grant of Liens on the Existing ARCA and that all Indebtedness and Collateral to secure the Obligations pursuant to the Collateral Documents. Without limiting the generality of the Credit Parties hereunder and thereunder shall be secured by foregoing, the Collateral Documents and that all of the Collateral described therein do and shall continue to secure the payment of all of the respective Obligations of Holdings and the Borrower under the Loan Documents, in each case as the Original Term Loan Credit Agreement is amended and restated by this Agreement.
(b) The execution, delivery and effectiveness of this Agreement does not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents nor constitute a waiver of any provision of any of the Loan Documents. This Agreement shall not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, 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 146 hereto: (a) It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, Agreement shall be deemed to be amended and restated so as in its entirety pursuant to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and this Agreement; (b) the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect effect, and that, from the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations which shall in all respects be continuing and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement be obligations outstanding hereunder; and all references (c) the guarantees made to the Tranche B Term Lenders, the L/C Issuer, the Administrative Agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect and are hereby reaffirmed. On the Closing Date, (i) the Borrower shall prepay any loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Loans ratable with the Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the Lender s▇▇▇▇▇ the Existing Credit Agreement shall be deemed to refer to re-allocated and restated among the Term Loans.
Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 2.1 (b) Each Lender it being understood and agreed that executes and delivers the Amendment and Restatement Agreement as an Extending Lender any outstanding loan that is a SOFR Loan (as defined in the Amendment and Restatement Existing Credit Agreement) will be deemed to have agreed to have committed pursuant toshall continue as a SOFR Loan (as defined in the Existing Credit Agreement) until the end of the current interest period(s) applicable thereto, and subject any provisions of the Existing Credit Agreement applicable to the terms and conditions ofsuch loans are incorporated herein by reference, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Datemutatis mutandis, and the Company and parties hereto hereby agree that such provisions shall continue to apply to such loans until the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.end of the current interest period(s) applicable thereto). 147
Appears in 1 contract
Sources: Credit Agreement (Cantor Fitzgerald Income Trust, 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) It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, Agreement shall be deemed to be amended and restated so as in its entirety pursuant to preserve the perfection and priority this Agreement; (b) all Existing Letters of all security interests securing indebtedness and obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by deemed to be Letters of Credit outstanding on the Closing Date under this Agreement; (c) the Collateral Documents and that this Agreement does not constitute a novation the Liens created thereunder in favor of Bank of America, N.A., as administrative agent for the benefit of the holders of the Obligations (as defined in the Existing Credit Agreement) shall remain in full force and effect with respect to the Obligations (as defined in this Agreement) and are hereby reaffirmed, other than as set forth in clause (e) below; (d) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement; and (e) the Administrative Agent’s Liens and security interests with respect to real property of the Loan Parties (but not with respect to any other property) shall automatically terminate and be released, and the Loan Parties shall automatically be released and discharged from all obligations under the Mortgages (as defined in the Existing Credit Agreement), other than contingent indemnification obligations and liabilities existing under other obligations which by their terms expressly survive termination of the Original Credit Agreement or Mortgages. The Administrative Agent will, at the Existing ARCA provided that all Loanssole expense of the Borrower, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant deliver to the provisions hereof), with the same Interest Periods as were applicable to Borrower such Eurocurrency Loans immediately prior instruments of release and discharge pertaining to the Second ARCA Effective Date). Upon Mortgages to effectuate or reflect of public record, the effectiveness release and discharge of this Agreement in accordance all such security interests and Liens with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior respect to the Second ARCA Effective Date shall continue to be effective, unless real property of the context requires otherwiseLoan Parties. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of to the Existing ARCA Credit Agreement made under and in accordance with the terms of Section 10.5 11.01 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Amendment and Restatement. (a) It is Upon the intention of each satisfaction of the parties hereto that terms and conditions set forth in Section 4 below on the Effective Date, the Existing ARCACredit Agreement (excluding the annexes, which is an amendment schedules and restatement of the Original Credit Agreement, exhibits thereto) shall be amended and restated so as in its entirety and replaced with the Second Amended and Restated Credit Agreement, (b) Appendix A to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Existing Credit Agreement shall be amended and restated in its entirety and replaced with the Existing ARCA Appendix A to Second Amended and that all Indebtedness Restated Credit Agreement attached hereto as Exhibit B, (c) Appendix C to Second Amended and Obligations of Restated Credit Agreement attached hereto as Exhibit C shall be appended to the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loansas Appendix C thereto, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (id) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the exhibits to the Existing Credit DocumentsAgreement for which a corresponding exhibit is attached hereto as Exhibit D shall be amended and restated in their entirety and replaced with the corresponding exhibits attached hereto as Exhibit D, and a new Exhibit N to the Credit Agreement shall be inserted in such Exhibits and in appropriate alphanumerical order to read as set forth on the Exhibit N that is part of Exhibit D hereto, (e) each of the Schedules to the Existing ARCA shall continue Credit Agreement appearing in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein Exhibit E hereto shall be deemed to refer to this Agreement amended and all references to restated in their entirety and replaced with the Tranche B Term Loans shall be deemed to refer to corresponding schedules attached hereto as Exhibit E and (f) the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender New Lenders (as defined in the Amendment and Restatement Agreementbelow) will shall be deemed to have agreed to have committed pursuant to, and subject party to the terms Credit Agreement as Lenders and conditions of, this Agreement shall have the rights and obligations of a Lender thereunder and under the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyother Loan Documents.
Appears in 1 contract
Amendment and Restatement. CONTINUITY OF PERFECTION, ETC. ---------------------------------------------------------
(a) It is the intention of each This Agreement constitutes, effective as of the parties hereto that the Existing ARCAClosing Date, which is an amendment and restatement of the Original Credit Loan and Security Agreement, dated as of March 28, 1997 between Borrowers and Bank, as amended from time to time (the "PRIOR CREDIT AGREEMENT"). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute, a novation of any indebtedness or other obligations owing to the Bank under the Prior Credit Agreement based on any facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facility and the terms and conditions thereof described in the Prior Credit Agreement shall be amended and restated so replaced by the credit facility and the terms and conditions thereof described herein, and the loans, letters of credit, and the other obligations of the Borrower outstanding as of such date under the Prior Credit Agreement shall be deemed to preserve the perfection and priority be loans, letters of all security interests securing indebtedness credit, and obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under corresponding facility described herein without further action by any Person.
(b) Notwithstanding anything in this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documentscontrary, the Exhibits following agreements, instruments and Schedules to the Existing ARCA documents shall continue in full force and effect and thatshall continue to secure all present and future indebtedness, from liabilities, guarantees and after other Obligations of any Borrower to Bank: (i) all documents of Bank entered into by the Second ARCA Effective DateBorrowers or any of them in connection with any Letters of Credit or foreign exchange contracts, (ii) all references security agreements, collateral assignments and mortgages, including but not limited to those relating to patents, trademarks and other intellectual property and including, further without limitation, that certain Assignment of Trademarks dated as of February 18, 1994 executed by Parent in favor of Bank and that certain Collateral Assignment, Patent Mortgage and Security Agreement dated as of March 28, 1997 between Parent and Bank; all lockbox agreements and/or blocked account agreements and all UCC-1 financing statements and other documents filed with governmental offices which perfect liens or security interests in favor of Bank; and (iii) any amendments, modifications, replacements or supplements of any of the “Credit Agreement” contained therein shall be deemed to refer to this Agreement foregoing. Any and all references to the Tranche B Term Loans term "Loan Agreement", "Loan and Security Agreement" or "Credit Agreement" in any of such documents shall be deemed to refer be a reference to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on as the Second ARCA Effective Datesame may be amended, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyrestated or supplemented from time to time.
Appears in 1 contract
Sources: Loan and Security Agreement (SQL Financials International Inc /De)
Amendment and Restatement. (a) It is the intention of each of the parties hereto that the Existing ARCAThe terms, which is an amendment conditions, agreements, covenants, representations and restatement of 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) warranties set forth in the signature page of such Lender to Existing Loan Agreement are simultaneously hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded by the Amendment terms, conditions agreements, covenants, representations and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) warranties set forth in this Agreement, and as of the signature page effective date of such Lender this Agreement, neither the Borrowers, Guarantors nor the Agent and Lenders shall be subject to or bound by any of the terms of the Existing Loan Agreement and shall only be subject to or bound by the terms and provisions of this Agreement, except that, nothing herein or in the other Financing Agreements shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the “Obligations” existing under (and as defined in) the Existing Loan Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers or Guarantors evidenced by or arising under the Existing Loan Agreement or impair or adversely affect the continuation of the security interests, liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Agent pursuant to the Amendment Existing Loan Agreement or any other Financing Agreements. All Existing Obligations and Restatement all other loans, advances and other financial accommodations under the Existing Loan Agreement of Borrowers or Guarantors to Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Loan Agreement or otherwise (including, without limitation, all Existing Obligations now or hereafter arising in connection with the Existing Letters of Credit) shall be deemed Obligations of Borrowers and Guarantors under this Agreement which are secured by Liens in the Collateral pursuant to the terms of this Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: Loan and Security Agreement (Pacific Ethanol, Inc.)
Amendment and Restatement. (a) It is On the intention of each date on which all of the parties hereto that conditions set forth in Section 2.1 have been satisfied (or waived in writing by the Requisite Lenders in accordance with Article XIII):
(i) The Existing ARCA, which Credit Agreement shall be and is an amendment and restatement of the Original Credit Agreement, be hereby amended and restated so in the form of this Agreement; and
(ii) All Loans (as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and defined in the Existing ARCA Credit Agreement) and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions amounts outstanding under the Original Existing Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date date hereof shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that outstanding under this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement be Loans and all references other Obligations owing by the Borrower to the Tranche B Term Loans shall Lenders under this Agreement. The Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be deemed required by the Agent (including the assignment of interests in, or the purchase or participations in, such outstanding Loans) to refer give effect to the Term Loansforegoing 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 after giving effect to the foregoing.
(b) Each Lender that executes Notwithstanding the foregoing or any other term hereof, all of the covenants, representations and delivers warranties on the Amendment part of the Borrower under the Existing Credit Agreement and Restatement Agreement as an Extending Lender (as defined all of the claims and causes of action arising against the Borrower in connection therewith, in respect of all matters, events, circumstances and obligations arising or existing prior to the date hereof shall continue, survive and shall not be merged in the Amendment execution of this Agreement or any other Loan Documents or any other Advance or provision of any Loan hereunder.
(c) References herein to the “date hereof” or similar expressions shall be and Restatement Agreement) will shall be deemed to have agreed to have committed pursuant tobe the date of the execution and delivery hereof, and subject to the terms and conditions ofbeing December 31, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively2008.
Appears in 1 contract
Sources: Credit Agreement (Clean Harbors Inc)
Amendment and Restatement. (a) It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided ARCA; provided, that subject to the terms herein and the Amendment Agreement, all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Amendment Agreement Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Credit Document that was in effect immediately prior to the Second ARCA Amendment Agreement Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended herebyhereby or pursuant to the Amendment Agreement, each of the Credit Documents, the Appendixes, Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and thatand, from and after the Second ARCA Amendment Agreement Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term LoansAgreement.
(b) Each For the avoidance of doubt, each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending a Consenting Lender (as defined in the Amendment and Restatement Agreement) will shall be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement Agreement, to convert (Ai) all of its Tranche C Term Loans into Revolving Commitments, if any, to an equal amount of Extended Revolving Commitments, (ii) all of its outstanding Revolving Loans, if any, to an equal amount of Extended Revolving Loans, (iii) all of its Tranche C-2 Term Loans in a principal amount (Loans, if any) set forth in the signature page , to an equal amount of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 PIK Term Loans and 2015 Revolving Loans respectively(iv) all of its Tranche C-3 Term Loans, if any, to an equal of Tranche C-3 PIK Term Loans.
Appears in 1 contract
Sources: Amendment Agreement (Education Management Corporation)
Amendment and Restatement. This Agreement amends and restates in its entirety the Existing Loan Agreement effective as of the date hereof. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (a) It as defined in the Existing Loan Agreement). Instead, it is the express intention of each of the parties hereto that to reaffirm the indebtedness, obligations and liabilities created under the Existing ARCA, Loan Agreement which is an amendment and restatement of 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof)terms of the Loan Documents, with as reaffirmed by the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior reaffirmations required hereunder. Each of the Borrower and the other Loan Parties acknowledges and confirms (x) that the liens and security interests granted pursuant to the Second ARCA Effective Date). Upon Loan Documents secure the effectiveness applicable indebtedness, liabilities and obligations of this Agreement in accordance with the Amendment Loan Parties to the Agent and Restatement the Lenders under the Existing Loan Agreement, each as amended and restated by this Agreement, (y) the Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA Documents shall continue in full force and effect in accordance with their terms unless otherwise amended by the parties thereto, and that(z) that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Loan Parties to the Agent and the Lenders) includes, without limitation, the indebtedness, liabilities and obligations of the Loan Parties under this Agreement and any notes delivered hereunder, and under the Existing Loan Agreement, as amended and restated hereby, as the same may be further amended, modified, supplemented and/or restated from time to time. The Loan Documents and after all agreements, instruments and documents executed or delivered in connection with any of the Second ARCA Effective Date, all references foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Each reference to the “Credit Loan and Security Agreement” contained therein in any Loan Document shall mean and be a reference to this Agreement (as further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Loan Documents to particular section numbers in the Existing Loan Agreement shall be deemed to refer to this Agreement and all be cross-references to the Tranche B Term Loans shall be deemed to refer to corresponding sections, as applicable, of this Agreement. Upon the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement effectiveness of this Agreement) will be deemed to have agreed to have committed pursuant to, and subject to on and after the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, each reference in the Existing Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Company Existing Loan Agreement in any other related document, including any Loan Document as amended hereby, shall mean and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelya reference to this Agreement.
Appears in 1 contract
Amendment and Restatement. (a) It is On the intention of each of the parties hereto that Closing Date, the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, Agreement shall be amended and restated so 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 preserve any section (or subsection) of the perfection Existing Credit Agreement in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (c) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and priority reimbursement of fees) shall be deemed to be reference to the Existing Credit Agreement as amended and restated hereby and (d) each Loan Party (i) reaffirms all security interests securing indebtedness and of its obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations each of the Credit Parties hereunder Loan Documents to which it is a party and thereunder (ii) acknowledges and agrees that subsequent to, and taking into account all of the terms and conditions of this Agreement, each Loan Document to which it is a party shall be secured by remain in full force and effect in accordance with the Collateral Documents terms thereof. This Agreement is not intended to constitute, and that this Agreement does not constitute constitute, a novation of the obligations and liabilities existing under the Original Existing Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including the Obligations as defined therein) or to evidence payment of all or any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans portion of such obligations and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loansliabilities.
(b) Each Lender that executes and delivers Upon the Amendment and Restatement Agreement as an Extending Lender occurrence of the Closing Date, the “Commitments” (as defined in the Amendment and Restatement Existing Credit Agreement) will be deemed (the “Existing Commitments”) of any “Lender” party to have agreed (and as defined in) the Existing Credit Agreement that does not submit its signature page to have committed pursuant to, and subject to the terms and conditions of, this Agreement on the Closing Date (each, a “Departing Lender”) shall be terminated. After giving effect to (x) the termination of the Existing Commitments of Departing Lenders and (y) the Commitments of the Lenders hereunder on Schedule 2.01, it may be the case that the outstanding Revolving Credit Exposure is not held pro rata in accordance with the new Commitments. In order to remedy the foregoing, on the Closing Date, each of the parties hereto agrees that Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, upon the Closing Date and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth execution of this Agreement, each Lender shares in the signature page of such Lender to aggregate Revolving Credit Exposure pro rata in accordance with the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelynew Commitments.
Appears in 1 contract
Amendment and Restatement. (a) It is This Agreement amends and restates in its entirety the intention Prior Credit Agreement and, upon the effectiveness of each this Agreement, the terms and provisions of the parties hereto that the Existing ARCAPrior Credit Agreement shall, which is an amendment and restatement of the Original Credit Agreementsubject to this Section 1.19, 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement superseded hereby.
(and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (ib) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “"Credit Agreement” " or "First Amended and Restated Credit Agreement" contained therein in the Loan Documents delivered in connection with the Initial Credit Agreement or the Prior Credit Agreement shall be deemed to refer to this Second Amended and Restated Credit Agreement.
(c) Notwithstanding the amendment and restatement of the Prior Credit Agreement by this Agreement, the Obligations outstanding under the Prior Credit Agreement shall remain outstanding as of the date hereof, constitute continuing Obligations hereunder and all references shall continue to be secured by the Collateral.
(d) Unless Borrower elects to deliver updated Schedules to be attached hereto (other than Schedules 1.1(a), 1.8, 1.9A, 4.1(A), 4.1(B), 6.11, 11.10 and Schedules A, B, C, D, and F supplied by Agent), the Schedules delivered by Borrower and attached to the Tranche B Term Loans Prior Credit Agreement shall be deemed to refer have been delivered pursuant to and attached to this Agreement. The Obligations outstanding under the Term Loans.
(b) Each Lender that executes Prior Credit Agreement and delivers the Amendment Liens securing payment thereof shall in all respects be continuing, and Restatement this Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will shall not be deemed to have agreed to have committed pursuant toevidence or result in a novation or repayment and re-borrowing of such Obligations. In furtherance of and without limiting the foregoing, from and after the date on which this Agreement becomes effective, the terms, conditions, and subject to covenants governing the terms and conditions of, this Obligations that were outstanding under the Prior Credit Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) shall be solely as set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement this Agreement, which shall supersede the Prior Credit Agreement in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyits entirety.
Appears in 1 contract
Amendment and Restatement. In order to facilitate the amendment and restatement of the Existing Credit Facility and otherwise to effectuate the desires of the Borrower and the Lender:
(a) It is The Borrower and the intention of each of the parties hereto that the Existing ARCALender hereby agree that, which is (i) this Agreement constitutes an amendment and restatement of the Original Existing Credit AgreementFacility, and (ii) on the Closing Date, the terms and provisions of the Existing Credit Facility shall be and hereby are amended and restated so in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Facility, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(b) Notwithstanding this amendment and restatement of the Existing Credit Facility and any amendment and restatement of any related “Loan Documents” (as such term is defined in the Existing Credit Facility and referred to preserve herein as the perfection and priority of “Existing Loan Documents”), (i) all security interests securing indebtedness and obligations outstanding under the Original Existing Credit Agreement Facility and other Existing Loan Documents (the “Existing ARCA Obligations”) shall, except to the extent repaid on the Closing Date, continue as obligations hereunder, and that all Indebtedness (ii) neither the execution and Obligations delivery of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not or any other Loan Documents nor the consummation of any other transactions contemplated hereunder or thereunder is intended to constitute a novation of the Existing Piedmont Natural Gas December 1, 2008 Page 2 Credit Facility or of any of the other Existing Loan Documents or any obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date)thereunder. Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to all Loans owing by the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge Borrower and agree that this Agreement constitutes an amendment of outstanding under the Existing ARCA made under and in accordance Credit Facility shall be repaid with the terms an advance of Section 10.5 of the Existing ARCALoans hereunder. In addition, unless specifically amended hereby, each of the Credit DocumentsTogether with such repayment, the Exhibits Borrower shall pay (on the Closing Date) all accrued interest and Schedules fees with respect to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term LoansObligations.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: Revolving Credit Facility (Piedmont Natural Gas Co Inc)
Amendment and Restatement. (a) It is On the intention of each of the parties hereto that the Existing ARCARestatement Effective Date, which is an amendment and restatement of the Original Credit Agreement, Guaranty shall be amended and restated so as to preserve the perfection in its entirety by this Guaranty, and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement Guaranty shall thereafter be and shall be deemed replaced and superseded in all respects by this Guaranty. The parties hereto acknowledge and agree that (i) this Guaranty and the Existing ARCA other Loan Documents, whether executed and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does delivered in connection herewith or otherwise, do not constitute a novation or termination of the obligations and liabilities existing guaranteed Obligations under the Original Credit Agreement Guaranty or the Existing ARCA provided that all Loans, Letters other Loan Documents as in effect prior to the Restatement Effective Date and which remain outstanding as of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans Restatement Effective Date and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, the guaranteed Obligations under the Original Guaranty and the other Loan Documents are in each case pursuant all respects continuing (as amended and restated hereby and which are in all respects hereinafter subject to the provisions hereofterms herein), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from .
(b) On and after the Second ARCA Restatement Effective Date, (i) all references to the Original Guaranty or the “Credit AgreementGuaranty” contained therein shall be deemed to refer to in the Loan Documents (other than this Agreement and all references to the Tranche B Term Loans Guaranty) shall be deemed to refer to the Term Loans.
Original Guaranty as amended and restated hereby, (bii) Each Lender that executes and delivers all references to any section (or subsection) of the Amendment and Restatement Agreement as an Extending Lender Original Guaranty or the “Guaranty” in any Loan Document (as defined in the Amendment and Restatement Agreementbut not herein) will shall be deemed to have agreed refer to have committed pursuant tothe corresponding provisions of this Guaranty, and subject (iii) except as the context otherwise provides, all references to this Guaranty herein (including for purposes of indemnification) shall be deemed to be references to the terms Original Guaranty as amended and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.restated hereby
Appears in 1 contract
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) It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, Agreement shall be deemed to be amended and restated so as in its entirety pursuant to preserve the perfection and priority of this Agreement; (b) all security interests securing indebtedness and obligations Obligations under the Original Existing Credit Agreement outstanding on the Effective Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guaranties made pursuant to the Existing Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations related loan documents (other than the guaranty by the Company pursuant to Section 12.01 of the Existing Credit Parties hereunder Agreement, which is superseded and replaced by Section 12.01) are terminated, released and discharged; (d) the “Collateral Documents” (as defined in the Existing Credit Agreement) and the Liens created thereunder shall be secured by in favor of Bank of America, for the Collateral Documents and that this Agreement does not constitute a novation benefit of the obligations and liabilities existing under the Original Credit Agreement or “Guaranteed Creditors” (as defined in the Existing ARCA provided that Credit Agreement), are terminated, released and discharged; (e) all Loans, Existing Letters of Credit or other Credit Extensions outstanding under the Original Existing Credit Agreement and on the Existing ARCA Effective Date shall continue as Loans, be deemed to be Letters of Credit or other Credit Extensions, as applicable, outstanding on the Effective Date under this Agreement; (f) all term loans outstanding under the Existing Credit Agreement on the Effective Date, after giving effect to any prepayments thereof pursuant to Section 5.01(h), shall be deemed to be Term A Loans made and outstanding on the Effective Date under this Agreement; and (and, g) all references in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant other Loan Documents to the provisions hereof), with the same Interest Periods as were applicable Existing Credit Agreement shall be deemed to such Eurocurrency Loans immediately prior refer without further amendment to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of to the Existing ARCA Credit Agreement made under and in accordance with the terms of Section 10.5 11.01 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: Credit Agreement (Oshkosh Corp)
Amendment and Restatement. It is intended by the parties hereto that (a) It all obligations of the parties under the Existing Loan Agreement shall continue to exist under and be evidenced by this Agreement and the other Loan Documents; and (b) except as expressly stated herein or amended hereby, the Existing Loan Agreement and the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all obligations thereunder; it being understood that it is the intention of each intent of the parties hereto that the Existing ARCA, which is an amendment and restatement of 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the rights, obligations and liabilities of the respective parties existing under the Original Credit Existing Loan Agreement or and such rights, obligations and liabilities shall continue and remain outstanding, and that this Agreement amends, restates and replaces in its entirety the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under Loan Agreement. On the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date other than the Existing Loan Agreement and such other Loan Documents that are amended or amended and restated in connection herewith shall continue to be effectiveeffective and, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In additionotherwise requires, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules any reference to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” Loan Agreement contained therein shall be deemed to refer to this Agreement and all references any reference to the Tranche B Term Loans or Obligations shall be deemed to refer to the Term Loans.
(b) Each Lender that executes Loans and delivers Obligations under this Agreement. Prior to the Amendment and Restatement Agreement as an Extending Lender Effective Date, all Loan Documents (as defined in the Amendment and Restatement Existing Loan Agreement) will be deemed to shall remain in full force in effect in accordance with their existing terms. [end of Agreement, signatures on next page] IN WITNESS WHEREOF, the parties hereto have agreed to have committed pursuant to, caused this Loan and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Security Agreement to convert (be executed as of the date first above written. By: /s/ Ciel ▇▇▇▇▇▇▇▇ By: /s/ Song Hu Name: Ciel ▇▇▇▇▇▇▇▇ Name: Song Hu Title: CFO Title: VP LEGAL APPROVED Initials: /s/ EJM Date: 11/17/14 Exhibit A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.: Definitions
Appears in 1 contract
Sources: Loan and Security Agreement (Northern Power Systems Corp.)
Amendment and Restatement. Upon this Agreement becoming effective pursuant to subsection 4.1, from and after the Closing Date: (ai) It is the intention of each terms and conditions of the parties hereto that Existing Revolving Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Company, the Banks, the Issuing Lenders and the Administrative Agent accruing from and after the Closing Date; (ii) all indemnification obligations of the Company under the Existing ARCA, which is an amendment and restatement of 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 Revolving Credit Agreement and any other “Loan Document” as defined therein shall survive the Existing ARCA execution and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness delivery of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect for the benefit of the “Banks”, the “Issuing Lenders” or the “Administrative Agent” (as such terms are defined in the Existing Revolving Credit Agreement) at any time prior to the Closing Date; (iii) the “Obligations” (as such term is defined in the Existing Revolving Credit Agreement) incurred under the Existing Revolving Credit Agreement shall, to the extent 92 outstanding on the Closing Date and that, from and after not repaid on the Second ARCA Effective Closing Date, all references continue to the “Credit Agreement” contained therein be outstanding under this Agreement and shall not be deemed to refer to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (iv) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the “Banks”, “Issuing Lenders” or the “Administrative Agent” (as such terms are defined in the Existing Revolving Credit Agreement) under the Existing Revolving Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Revolving Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (v) any and all references in the Loan Documents to the Tranche B Term Loans Existing Revolving Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Revolving Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be deemed further amended, modified, supplemented or amended and restated from time to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined time hereafter in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to accordance with the terms and conditions of, of this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: Credit Agreement (Western Union CO)
Amendment and Restatement. The Borrower, the Banks and the Administrative Agent agree that, upon (ai) It is the intention execution and delivery of this Agreement by each of the parties hereto that and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing ARCACredit Agreement shall be and hereby are amended, which superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is an amendment not intended to and restatement shall not constitute a novation, payment and reborrowing or termination of the Original Credit Agreement, be amended “Obligations” under (and restated so as to preserve defined in) the perfection and priority of all security interests securing indebtedness and obligations under the Original Existing Credit Agreement and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “Loans” made and “Obligations” incurred under (and defined in) the Existing ARCA Credit Agreement which are outstanding on the Restatement Effective Date shall constitute Loans and that all Indebtedness Obligations, respectively, under (and Obligations of the Credit Parties hereunder and thereunder shall be secured governed by the Collateral Documents and that terms of) this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwiseDocuments. The parties hereto further acknowledge and agree commitment of each Bank that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules is a party to the Existing ARCA Credit Agreement, shall continue in full force on the date hereof, automatically be deemed amended and effect and thatthe only commitments shall be those hereunder. Without limiting the foregoing, from and after upon the Second ARCA Effective Date, effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” contained therein and the “Credit Documents” shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
Credit Documents, (b) Each Lender that executes and delivers all obligations constituting “Obligations” under the Amendment and Restatement Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the date hereof shall continue as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, Obligations under this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement other Credit Documents and (Bc) its Revolving Loans into 2015 Revolving Loans 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, interest and fees due and payable to a principal amount (if any) set forth in the signature page of Bank hereunder reflect such Lender to the Amendment and Restatement Agreement, in each case Bank’s Commitments on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelydate hereof.
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) It the Original Credit Agreement shall be and is hereby amended and restated in the intention form of this Agreement;
(b) all Loans (as that term is defined in the Original Credit Agreement) and other amounts outstanding under the Original 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 the case may be (for certainty, amounts outstanding under the Revolving Syndicated Facility are now amounts outstanding under the Canadian Syndicated Facility, in that, the Revolving Syndicated Facility was renamed as the Canadian Syndicated Facility); 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 after giving effect to the foregoing; provided that, the foregoing provisions of this Section 1.8(1)(b) shall not apply to Bankers' Acceptances outstanding on the date hereof, such Bankers' Acceptances being subject to and dealt with pursuant to Section 1.8(1)(c) hereof; and
(c) the parties hereby acknowledge that, on the date hereof, Bankers' Acceptances having terms to maturity ending after the date hereof are outstanding (the "Outstanding BAs"); notwithstanding any provision of this Agreement to the contrary, it is acknowledged and agreed by the parties hereto that the Existing ARCA, which is an amendment all rights and restatement interests of the Original Credit AgreementLenders in respect of, be amended and restated so any obligation of the Canadian Borrower to pay or reimburse the Lenders in respect of, the Outstanding BAs are solely a risk and for the account of the Lenders based upon their respective Rateable Portions as to preserve the perfection and priority of all security interests securing indebtedness and obligations in effect under the Original Credit Agreement and the Existing ARCA prior to and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant without regard to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement Agreement; from time to time, as the Outstanding BAs mature and Rollovers and Conversions are made by the Canadian Borrower in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended herebyrespect thereof, each of the Credit Documents, Lenders shall participate in the Exhibits Loans effecting such Rollovers and Schedules Conversions to the Existing ARCA shall continue in full force extent of its Canadian Syndicated Facility Commitment and Rateable Portion therein after giving effect and that, from and after the Second ARCA Effective Date, all references to the “Credit provisions of this Agreement” contained therein .
(2) References herein to the "date hereof" or similar expressions shall be and shall be deemed to refer to this Agreement and all references be to the Tranche B Term Loans shall be deemed to refer to date of the Term Loansexecution and delivery hereof, being March 31, 2016.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Amendment and Restatement. This amended and restated agreement (this Agreement) amends and restates the sale and purchase agreement entered into on 13 March 2007 between the Share Sellers, the Share Purchaser, the Sellers’ Guarantor, the Purchaser and the Purchasers’ Guarantor (together, the Original Parties) in relation to the sale and purchase of the Shares excluding the shares in SIRVA France (the Original Agreement) or, if applicable, any amended and restated sale and purchase agreement between the Original Parties in relation to the sale and purchase of the Shares (the French Amended and Restated Agreement). The rights and obligations of the Sellers, the Purchasers, the Sellers’ Guarantor and the Purchasers’ Guarantor under this Agreement shall be as if the Original Agreement was in this form when originally entered into (save that, in relation to the Target Company incorporated in France and the Business, for the avoidance of doubt, to the extent such obligations have not been satisfied as at the date of this Agreement, the parties shall each comply with those of their respective obligations that are required to be performed at Closing under this Agreement promptly after this Agreement has been entered into, including payment of the Initial Share Price and the Initial Business Price, and will not be treated as having been in breach of this Agreement for not having performed them prior to such time). For the avoidance of doubt, but without limitation:
(a) It is the intention of each Warranties as set out in this Agreement shall be treated as having been given in the terms set out in this Agreement in relation to all of the parties hereto that Target Companies, the Existing ARCA, which is an amendment Shares and restatement the Business as at the date of the Original Credit Agreement and not the date of this Agreement, ;
(b) references to Closing or Closing Date in this Agreement (other than references relating to obligations to be amended and restated so performed at Closing) shall be deemed to be references to Closing or the Closing Date (as to preserve the perfection and priority of all security interests securing indebtedness and obligations case may be) under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under Agreement; and
(c) save where expressly stated otherwise in this Agreement (andor as otherwise agreed by the Sellers and the Purchasers), documents referred to in this Agreement as being in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that Agreed Form shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted be references to 2015 Revolving Loans, documents in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement Agreed Form in accordance with the Amendment Original Agreement. SCHEDULE 1 SELLERS, PURCHASERS AND PRICE Part A : Shares/Target Companies
1) North American International Holding Corporation (Delaware) 624 shares in Allied ▇▇▇▇▇▇ ▇▇▇▇▇▇ SA Transeuro Amertrans International Holdings B.V. 807,150 60 shares in Allied Pickfords B.V. Transeuro Amertrans International Holdings B.V. 446,250 A quota of HUF 24,900,000 representing 99.6% of the registered capital of in Allied Pickfords KeS Kft (voting rights: 2,490 votes) Transeuro Amertrans International Holdings B.V. 236,500 1099 shares in Allied Pickfords Polska Sp. zoo Transeuro Amertrans International Holdings B.V. 1 CZK 7,500,000 (monetary contribution- no shares) in Allied Pickfords s.r.o Transeuro Amertrans International Holdings B.V. 354,600 106 shares in SIRVA France S.A.S Transeuro Amertrans International Holdings B.V. 221 20 shares in Allied Varekamp B.V. Transeuro Amertrans International Holdings B.V. 969,400 3 shares in SIRVA Deutschland GmbH Transeuro Amertrans International Holdings B.V. 937,399
2) SIRVA Holdings Limited (E&W) 1,000 shares in Scanvan Holding AB Transeuro Amertrans International Holdings B.V. 4,885,100 3) Pierre Finance Nederland Renting B.V. 20,000 shares SIRVA S.A. (1 share held in the name of ▇▇▇▇ ▇▇▇▇▇▇▇▇ and Restatement Agreement, 1 share held in the name of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇) Transeuro Amertrans International Holdings B.V. 565,098 1 share in Allied ▇▇▇▇▇▇ ▇▇▇▇▇▇ SA Transeuro Amertrans International Holdings B.V. 1 A quota of HUF 100,000 representing 0.4% of the registered capital of in Allied Pickfords KeS Kft (voting rights: 10 votes) Transeuro Amertrans International Holdings B.V. 1 33,861shares in SIRVA France S.A.S.(1) Transeuro Amertrans International Holdings B.V. 14,983 Part B : Shares/Target Companies Allied ▇▇▇▇▇▇ ▇▇▇▇▇▇ NV The Business Smit Matrix BV 783,342
(1) As increased by the issue of 26,667 new Shares on 27 March 2007. Part A : Categories of Business Assets The Business referred to in Part B of Schedule 1 includes the following Business Assets (but in each Loan Document case excludes the Excluded Assets and the Excluded Liabilities):
(a) Business Properties;
(b) Business Loose Plant and Equipment;
(c) Stock;
(d) Trade Debtors;
(e) benefit of all Business Contracts;
(f) Business Claims;
(g) Business Information;
(h) Business IP owned or used by the Business Seller that was in effect immediately prior relates exclusively to the Second ARCA Effective Date shall continue to be effective, unless Business;
(i) IT Systems used by the context requires otherwise. The parties hereto further acknowledge and agree Business Seller that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules relate exclusively to the Existing ARCA shall continue in full force Business; and
(j) Business Goodwill. Part B : Excluded Assets
(a) The Excluded Contracts (including any amounts due under the Excluded Contracts and effect and that, from and after any assets or rights provided or licensed under the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term LoansExcluded Contracts).
(b) Each Lender that executes and delivers Non-Exclusive Information;
(c) Any cash (whether in hand or credited to any account with any banking, financial, acceptance credit, lending or other similar institution or organisation) or cash equivalents owned by any member of the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant toSellers’ Group, and subject together with any account relating to the terms deposit or holding of such cash or cash equivalent;
(d) The benefit of any insurance policies held by the Sellers’ Group which relate to the Business; and
(e) Any right to repayment of tax and conditions ofthe benefit of any other claim in respect of tax. Part C : Excluded Contracts
(a) The credit facility dated 12 February 2004 between Allied ▇▇▇▇▇▇ ▇▇▇▇▇▇ NV and Fortis Bank NV; and
(b) Any contract or agreement relating to the deposit or holding of cash or cash equivalents referred to in paragraph (c) of Part B of this Schedule 2. Part D : Excluded Liabilities
(a) Any liability of the Business Seller with respect to the conduct of the Business which is the subject matter of the Relevant Investigations and in respect of which the Sellers have indemnified the Purchasers pursuant to clauses 5.3 and/or 5.4;
(b) Any tax for which the Business Seller is liable in respect of the Business or any Business Asset;
(c) Excluded Business Debt; and
(d) Any liability under the Excluded Contracts. For the avoidance of doubt, references in Parts B to D of this Schedule 2 to the Sellers’ Group or any member of the Sellers’ Group shall not be taken to refer to any Target Company. SCHEDULE 3 SELLER WARRANTIES Part A : General/Commercial
1. THE SELLERS’ GROUP AND THE SHARES
1.1 Authorisations, valid obligations, filings and consents.
(a) Each Seller has obtained all corporate authorisations and all other governmental, statutory, regulatory or other consents, licences or authorisations required to empower it to enter into and perform its obligations under this Agreement where failure to obtain them would adversely affect to a material extent its ability to enter into or perform its obligations under this Agreement.
(b) Entry into and performance by each member of the Amendment Sellers’ Group of this Agreement and/or any Transaction Document to which it is a party will not (i) breach any provision of its memorandum and Restatement Agreement to convert articles of association, by-laws or equivalent constitutional documents; or (Aii) its Tranche C Term Loans into Tranche C-2 Term Loans result in a principal amount breach of any laws or regulations in its jurisdiction of incorporation or of any order, decree or judgment of any court or any governmental or regulatory authority, where (if anyin either case) set forth in the signature page of such Lender breach would adversely affect to the Amendment and Restatement Agreement and (B) a material extent its Revolving Loans ability to enter into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement or perform its obligations under this Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Amendment and Restatement. (a) It is This Agreement amends and restates in its entirety the intention of each of 2014 Credit Agreement; and the parties hereto Loan Parties confirm that the Existing ARCA, which is an amendment and restatement of the Original 2014 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 other Loan Documents and the Existing ARCA and that Collateral for the Obligations thereunder (as all Indebtedness and Obligations such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the Credit Parties hereunder execution and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation delivery of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loanssuch documents, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue remained in full force and effect and that, from and after continued to secure such obligations which are continued as the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement Obligations hereunder as amended hereby; and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender such Collateral (as defined in the Amendment and Restatement 2014 Credit Agreement) will be deemed shall continue to have agreed secure the Obligations hereunder. The Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that the amendment and restatement of the 2014 Credit Agreement by this Agreement is not intended to have committed pursuant toconstitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and subject to the terms other Loan Documents (as such term is defined therein) thereunder or the collateral security therefor and conditions of, this Agreement and the Amendment other Loan Documents are entitled to all rights and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender benefits originally pertaining to the Amendment and Restatement 2014 Credit Agreement and the other Loan Documents (Bas such term is defined therein). For the avoidance of doubt, the Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that upon execution of this Agreement by the parties hereto, Hallador Energy Company shall be the Borrower hereunder and shall no longer be, and is hereby released as, a Guarantor under this Agreement and any other Loan Document (but shall be bound as a Borrower), and Sunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower under this Agreement and any other Loan Documents (but shall be bound as a Guarantor). (PRICING EXPRESSED IN BASIS POINTS) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in V Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 350 250 350 250 350 50 IV Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 300 200 300 200 300 50 Ill Greater than or equal to 1.5 to 1.0 but less than 2.0 to 1.0 275 175 275 175 275 37.5 II Greater than or equal to 1.0 to 1.0 but less than 1.5to 1.0 250 150 250 150 250 37.5 I Less than 1.0 to 1.0 225 125 225 125 225 37.5 For purposes of determining the signature page of such Lender to the Amendment and Restatement AgreementApplicable Margin, in each case on the Second ARCA Effective DateCommitment Fee, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.Applicable Letter of Credit Fee Rate:
Appears in 1 contract
Amendment and Restatement. (a) It is From and after the Effective Time, this Agreement amends and restates in its entirety the Existing Credit Agreement; the Notes issued under this Agreement, if any, amend and restate the “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 the Notes, if any, issued do not constitute and shall not be construed to evidence a novation of or 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 each 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 ARCACredit 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, which is an amendment the Lenders’ and restatement the Issuing Lender’s rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Original Credit Agreement, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations “Obligations” incurred under the Original Existing Credit Agreement and the Existing ARCA Notes and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under issued thereunder.
(c) The Company reaffirms the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case Liens granted pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior Existing Loan Documents to the Second ARCA Effective Date). Upon Administrative Agent for the effectiveness benefit of this Agreement in accordance with the Amendment and Restatement Secured Parties under the Existing Security Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA which Liens shall continue in full force and effect during the term of this Agreement and that, from any renewals or extensions thereof and shall continue to secure the Obligations hereunder.
(d) From and after the Second ARCA Effective DateTime, (i) all 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” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans ) shall be deemed to refer to the Term LoansExisting Credit Agreement as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (but not herein) shall be amended to become mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, from or after the Effective Time, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement as amended and restated hereby.
(be) Each Lender that executes This amendment and delivers the Amendment restatement is limited as written and Restatement Agreement is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as an Extending Lender (as defined expressly provided herein or in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant toany other Loan Document, and subject to the all terms and conditions of, of the Loan Documents remain in full force and effect unless otherwise specifically amended by this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyor any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Venoco, Inc.)
Amendment and Restatement. Upon this Agreement becoming effective pursuant to subsection 4.1, from and after the Closing Date: (ai) It is the intention of each terms and conditions of the parties hereto that Existing Revolving Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Company, the Banks, the Issuing Lenders and the Administrative Agent accruing from and after the Closing Date; (ii) all indemnification obligations of the Company under the Existing ARCA, which is an amendment and restatement of 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 Revolving Credit Agreement and any other “Loan Document” as defined therein shall survive the Existing ARCA execution and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness delivery of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect for the benefit of the “Banks”, the “Issuing Lenders” or the “Administrative Agent” (as such terms are defined in the Existing Revolving Credit Agreement) at any time prior to the Closing Date; (iii) the “Obligations” (as such term is defined in the Existing Revolving Credit Agreement) incurred under the Existing Revolving Credit Agreement shall, to the extent outstanding on the Closing Date and that, from and after not repaid on the Second ARCA Effective Closing Date, all references continue to the “Credit Agreement” contained therein be outstanding under this Agreement and shall not be deemed to refer to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (iv) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the “Banks”, “Issuing Lenders” or the “Administrative Agent” (as such terms are defined in the Existing Revolving Credit Agreement) under the Existing Revolving Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Revolving Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (v) any and all references in the Loan Documents to the Tranche B Term Loans Existing Revolving Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Revolving Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be deemed further amended, modified, supplemented or amended and restated from time to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined time hereafter in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to accordance with the terms and conditions of, of this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: Credit Agreement (Western Union CO)
Amendment and Restatement. The parties to this Credit Agreement agree that, upon (ai) It is the intention of execution and delivery by each of the parties hereto that of this Credit Agreement and (ii) satisfaction of the conditions set forth in §10, the terms and provisions of the Existing ARCACredit Agreement shall be and hereby are amended, which superseded and restated in their entirety by the terms and provisions of this Credit Agreement. This Credit Agreement is an amendment not intended to and restatement shall not constitute a novation, payment and reborrowing or termination of the Original “Obligations” (as defined in the Existing Credit Agreement). All “Loans” made, be amended “Letters of Credit” issued, and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations “Obligations” incurred under the Original Existing Credit Agreement which are outstanding on the Closing Date, if any, shall continue as Revolving Loans, Letters of Credit, and Obligations under (and shall be governed by the terms of) this Credit Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof, all references in the “Loan Documents” (as defined in the Existing ARCA Credit Agreement) to the “Obligation” shall be deemed to refer to the Obligation hereunder. Upon the Closing Date, unless amended and that restated in connection with this Credit Agreement, all Indebtedness “Loan Documents” (as defined in the Existing Credit Agreement), including, without limitation, any Notes and Obligations of the Credit Parties Guaranty, shall remain in full force and effect, as the same may be specifically modified and/or amended by the terms thereof, and constitute Loan Documents hereunder and thereunder all references to the “Agent”, “Credit Agreement” and the “Loan Documents” therein shall be secured by deemed to refer to the Collateral Documents and that Administrative Agent, this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as LoansLoan Documents, Letters respectively. Each Loan Party hereby ratifies, confirms, and reaffirms all of Credit or other Credit Extensionsits obligations under any such Loan Document to which it is a party, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to may be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with specifically modified and/or amended by the terms thereof, and acknowledges and agrees that all Liens in any of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits its assets and Schedules to the Existing ARCA properties created under any such Loan Documents shall continue in full force and effect and that, from and after shall secure the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender Obligation (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyhereunder).
Appears in 1 contract
Amendment and Restatement. (a) It is This Agreement amends and restates the intention of each Existing Collateral Agreement in its entirety and, upon the date hereof, the terms and provisions of the parties hereto that Existing Collateral Agreement shall be superseded hereby. Upon the date hereof: (i) all terms and conditions of the Existing ARCA, which is an amendment and restatement of the Original Credit Collateral Agreement, be as amended and restated by this Agreement, shall be and remain in full force and effect, as so as to preserve amended, and shall constitute the perfection legal, valid, binding and priority of all security interests securing indebtedness and enforceable obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and Granting Parties; (ii) Revolving Loans that the terms and conditions of the Existing Collateral Agreement shall have been converted be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to 2015 Revolving Loansthe rights, duties and obligations among the Granting Parties accruing from and after the date hereof; (iii) this Agreement shall not in any way release or impair the rights, duties, Obligations, Liens or security interests created pursuant to the Existing Collateral Agreement or affect the relative priorities thereof, in each case pursuant to the provisions extent in force and effect thereunder as of the date hereof), with except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to Granting Parties; (iv) this Agreement shall not constitute a substitution or novation of any Granting Parties’ Obligations or any of the Second ARCA Effective Date). Upon other rights, duties and obligations of the parties hereunder; (v) the execution, delivery and effectiveness of this Agreement in accordance with shall not operate as a waiver of any right, power or remedy of Agent or any other Secured Party under the Amendment and Restatement Existing Collateral Agreement, each Loan Document that was in effect immediately prior nor constitute a waiver of any covenant, agreement or obligation under the Existing Collateral Agreement, except to the Second ARCA Effective Date shall continue extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (vi) any and all references in the Loan Documents to the Existing Collateral Agreement shall, without further action of the parties, be effectivedeemed a reference to the Existing Collateral Agreement, unless the context requires otherwise. The parties hereto further acknowledge as amended and agree that restated by this Agreement, and as this Agreement constitutes an amendment of the Existing ARCA made under shall be further amended, restated, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of Section 10.5 this Agreement; and (vii) each Granting Party represents and warrants that, as of the Existing ARCA. In additiondate hereof, unless specifically amended herebythere are no claims or offsets against, each of the Credit Documentsor defenses or counterclaims to, the Exhibits and Schedules to its obligations under the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Collateral Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Amendment and Restatement. The Borrower, the Banks and the Administrative Agent agree that, upon (ai) It is the intention execution and delivery of this Agreement by each of the parties hereto that and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing ARCACredit Agreement shall be and hereby are amended, which superseded and restated in their entirety by the terms and provisions of this Agreement and each Departing Bank shall cease to be a party to the Existing Credit Agreement as evidenced by its execution and delivery of its Departing Bank Signature Page. This Agreement is an amendment not intended to and restatement shall not constitute a novation, payment and reborrowing or termination of the Original Credit Agreement, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations Obligations under the Original Existing Credit Agreement and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “Loans” made and “Obligations” incurred under (and defined in) the Existing ARCA Credit Agreement which are outstanding on the Effective Date shall constitute Loans and that all Indebtedness Obligations, respectively, under (and Obligations of the Credit Parties hereunder and thereunder shall be secured governed by the Collateral Documents and that terms of) this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwiseDocuments. The parties hereto further acknowledge and agree commitment of each Bank that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules is a party to the Existing ARCA Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall continue in full force and effect and thatbe those hereunder. Without limiting the foregoing, from and after upon the Second ARCA Effective Date, effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” contained therein and the “Credit Documents” shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
Credit Documents, (b) Each Lender that executes and delivers all obligations constituting “Obligations” under the Amendment and Restatement Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the date hereof shall continue as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, Obligations under this Agreement and the Amendment 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 Restatement 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 a Bank hereunder reflect such Bank’s Commitments on the date hereof, 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 Departing Bank in connection with the sale and assignment of any Eurodollar Loan on the terms and in the manner set forth in Section 2.11 hereof and (d) the existing “Loans” under the Existing Credit Agreement 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 convert 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 (“Borrower”), 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) its Tranche C Term Loans 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 Tranche C-2 Term Loans 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 principal amount (if any) 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 signature page of such Lender Assignor hereby irrevocably sells and assigns to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective DateAssignee, and the Company Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Borrowers will Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Bank under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be liable for such Tranche C-2 Term Loans assigned under applicable law, all claims, suits, causes of action and 2015 Revolving Loans respectivelyany other right of the Assignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or 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 claims at law or in equity related to the rights and obligations sold 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”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.
Appears in 1 contract
Amendment and Restatement. (a) It is From and after the Effective Time, this Agreement amends and restates in its entirety the Existing Credit Agreement; the Notes issued under this Agreement, if any, amend and restate the “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 the Notes, if any, issued do not constitute and shall not be construed to evidence a novation of or 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 each 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 ARCACredit 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, which is an amendment the Lenders’ and restatement the Issuing Lender’s rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Original Credit Agreement, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations “Obligations” incurred under the Original Existing Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of Notes issued thereunder.
(c) The Company reaffirms the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case Liens granted pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior Existing Loan Documents to the Second ARCA Effective Date). Upon Administrative Agent for the effectiveness benefit of this Agreement in accordance with the Amendment and Restatement Secured Parties under the Existing Security Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA which Liens shall continue in full force and effect during the term of this Agreement and that, from any renewals or extensions thereof and shall continue to secure the Obligations hereunder.
(d) From and after the Second ARCA Effective DateTime, (i) all 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” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans ) shall be deemed to refer to the Term LoansExisting Credit Agreement as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (but not herein) shall be amended to become mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, from or after the Effective Time, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement as amended and restated hereby.
(be) Each Lender that executes This amendment and delivers the Amendment restatement is limited as written and Restatement Agreement is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as an Extending Lender (as defined expressly provided herein or in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant toany other Loan Document, and subject to the all terms and conditions of, of the Loan Documents remain in full force and effect unless otherwise specifically amended by this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyor any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Venoco, Inc.)
Amendment and Restatement. (ai) It is On the intention of each of the parties hereto that Closing Date, the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, Agreement shall be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit in its entirety by this Agreement and the Existing ARCA Credit Agreement shall thereafter be of no further force and that all Indebtedness and Obligations effect except to evidence (x) the incurrence by the Borrower of the “Obligations” under and as defined in the Existing Credit Parties hereunder Agreement (whether or not such “Obligations” are contingent as of the Closing Date), (y) the representations and thereunder shall be secured warranties made by the Collateral Documents Loan Parties prior to the Closing Date and that this Agreement does not constitute a novation of (z) any action or omission performed or required to be performed pursuant to the obligations and liabilities existing under the Original Existing Credit Agreement or prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing ARCA provided that all Loans, Letters Credit Agreement).
(ii) The terms and conditions of Credit or other Credit Extensions outstanding under the Original Credit this Agreement and the Existing ARCA shall continue as Loans, Letters rights and remedies of Credit or other Credit Extensions, as applicable, the Administrative Agent and the Lenders under this Agreement and the other Loan Documents shall apply to all of the Obligations incurred under the Existing Credit Agreement.
(and, in iii) The Loan Parties hereby reaffirm the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case Liens granted pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans Loan Documents and existing immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior Closing Date to the Second ARCA Effective Date shall continue to be effective, unless Administrative Agent for the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment benefit of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In additionSecured Parties, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA which Liens shall continue in full force and effect during the term of this Agreement and that, from any renewals thereof and shall continue to secure the Obligations.
(iv) On and after the Second ARCA Effective Closing Date, (x) all references to the “Credit Agreement in the Loan Documents (other than this Agreement” contained therein ) shall be deemed to refer to this Agreement and (y) all references to any section (or subsection) of the Tranche B Term Loans Existing Credit Agreement in any Loan Document (but not herein) shall be deemed amended to refer become, mutatis mutandis, references to the Term Loanscorresponding provisions of this Agreement.
(bv) Each Lender that executes This amendment and delivers the Amendment restatement is limited as written and Restatement Agreement is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as an Extending Lender (as defined expressly provided herein or in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant toany other Loan Document, and subject to the all terms and conditions ofof the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document.
(vi) For the avoidance of doubt, unless otherwise specified in this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) Agreement, all “baskets” set forth in this Agreement shall be calculated from the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Closing Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Amendment and Restatement. (a) It is This Agreement and the intention of each other Loan Documents amend and restate the Existing Agreements and the “Loan Documents” (as defined in the Existing Credit Agreement). All rights, benefits, indebtedness, interests, liabilities and obligations of the parties hereto that to the Existing ARCA, which is an amendment and restatement of 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 the agreements, documents and instruments executed and delivered in connection with the Existing ARCA Credit Agreement (collectively, the “Existing Loan Documents”) are hereby renewed, amended, restated and that all Indebtedness superseded in their entirety according to the terms and Obligations of provisions set forth herein and in the Credit Parties hereunder and thereunder shall be secured by other Loan Documents (except to the Collateral Documents and that this extent otherwise set forth in the Loan Documents). This Agreement does not constitute constitute, nor shall it result in, a novation waiver of or release, discharge or forgiveness of any amount payable pursuant to the Existing Loan Documents or any indebtedness, liabilities or obligations of the obligations Obligors thereunder, all of which are renewed and liabilities existing under continued and are hereafter payable and to be performed in accordance with this Agreement and the Original Credit other Loan Documents (except to the extent otherwise set forth in the Loan Documents). Neither this Agreement or the Existing ARCA provided that all nor any other Loan Document extinguishes any Loans, Letters of Credit or other Credit Extensions indebtedness or liabilities outstanding under the Original Credit Agreement and in connection with the Existing ARCA shall continue as LoansLoan Documents, Letters of Credit or nor do they constitute a novation with respect thereto.
(b) All security interests, pledges, assignments and other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including Liens and Guaranties previously granted by any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case Obligor pursuant to the provisions hereofExisting Loan Documents are hereby renewed and continued (except to the extent otherwise set forth in the Loan Documents), with the same Interest Periods as were applicable to and all such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment security interests, pledges, assignments and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date other Liens and guarantees shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue remain in full force and effect and that, from and after as security for the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined Obligations in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) manner set forth in the signature page Loan Documents.
(c) Amounts in respect of such Lender interest, fees and other amounts payable to or for the account of the Agent, the Letter of Credit Issuers and the Lenders shall be calculated (i) in accordance with the provisions of the Existing Credit Agreement with respect to any period (or a portion of any period) ending prior to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Closing Date, and (ii) in accordance with the Company and provisions of this Agreement with respect to any period (or a portion of any period) commencing on or after the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyClosing Date.
Appears in 1 contract
Sources: Credit and Security Agreement (PSS World Medical Inc)
Amendment and Restatement. (a) It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment This Agreement amends and restatement of restates in its entirety the Original Credit Agreement. All rights, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness benefits, indebtedness, interest, liabilities and obligations of the parties to the Original Credit Agreement are hereby amended, restated and superseded in their entirety according to the terms and provisions set forth herein. All “Obligations” under the Original Credit Agreement are hereby continued and renewed by this Agreement (other than the Loans and the Existing ARCA Obligations under the Original Term Loan Facility that will be paid on the Closing Date) and that all Indebtedness shall, from and Obligations after the date hereof, be governed by this Agreement and the other existing Loan Documents. Effective as of the date hereof, (i) all references to the Credit Parties hereunder Agreement in any other Loan Document shall mean this Agreement and thereunder all references to terms defined in the Credit Agreement shall refer to such terms as defined in this Agreement and (ii) all references to “Obligations” in any of the Loan Documents shall mean “Obligations” as defined in this Agreement, and the other Loan Documents are hereby deemed to be secured by amended to reflect the foregoing. The existing Loan Documents (other than the Original Credit Agreement) and the existing Liens and security interests in the Collateral granted in the Original Credit Agreement and such other existing Loan Documents are hereby continued and that this remain in full force and effect and are hereby ratified and confirmed in all respects. This Agreement does shall not result in or constitute a novation waiver of the obligations and liabilities existing any Default or Event of Default under the Original Credit Agreement or a release, discharge or forgiveness of any amount payable pursuant to the Existing ARCA provided Original Credit Agreement, which amounts are now payable pursuant to the terms of this Agreement. Each Loan Party represents and warrants that all Loansas of the date hereof there are no claims or offsets against, Letters of Credit or other Credit Extensions outstanding defenses or counterclaims to, its Obligations under this Agreement, the Original Credit Agreement or any of the other Loan Documents. All Exhibits and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant Schedules attached to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Original Credit Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, are hereby replaced by the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer attached to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term LoansAgreement.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: Credit Agreement (RealD 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) It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, Agreement shall be deemed to be amended and restated so in its entirety pursuant to this Credit Agreement; (b) all Obligations (as defined in the Existing Credit Agreement) owing to preserve the perfection and priority of all security interests securing indebtedness and obligations any Lender that was a lender under the Original Existing Credit Agreement and the Existing ARCA and that all Indebtedness and shall be deemed to be Obligations of the Credit Parties outstanding hereunder and thereunder this Credit Agreement shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder; (c) the Guaranty Obligations (as defined in the Existing Credit Agreement) of the Guarantors (as defined in the Existing Credit Agreement) in favor the Secured Parties pursuant to the Existing Credit Agreement shall remain in full force and liabilities existing effect with respect to the Guaranteed Obligations and are hereby reaffirmed; (d) all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Original Existing Credit Agreement on the Effective Date shall be deemed to be Letters of Credit outstanding on the Effective Date under this Credit Agreement (or the Existing ARCA provided that all Loansshall be backstopped by, Letters of Credit issued under this Credit Agreement or cash collateralized in a manner satisfactory to the issuing banks thereof); and (e) all references in the other Credit Extensions outstanding under Documents to the Original Existing Credit Agreement and the Existing ARCA shall continue as Loans, Letters of be deemed to refer without further amendment to this Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Credit Agreement constitutes an amendment of to the Existing ARCA Credit Agreement made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.11.6
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Amendment and Restatement. This Agreement amends and restates in its entirety the Existing Loan Agreement effective as of the date hereof. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (a) It as defined in the Existing Loan Agreement). Instead, it is the express intention of each of the parties hereto that to reaffirm the indebtedness, obligations and liabilities created under the Existing ARCA, Loan Agreement which is an amendment and restatement of 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof)terms of the Loan Documents, with as reaffirmed by the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior reaffirmations required hereunder. Each of Borrower and the other Loan Parties acknowledges and confirms (x) that the liens and security interests granted pursuant to the Second ARCA Effective Date). Upon Loan Documents secure the effectiveness applicable indebtedness, liabilities and obligations of this Agreement in accordance with the Amendment Loan Parties to the Agent and Restatement the Lenders under the Existing Loan Agreement, each as amended and restated by this Agreement, (y) the Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA Documents shall continue in full force and effect in accordance with their terms unless otherwise amended by the parties thereto, and that(z) that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Loan Parties to the Agent and the Lenders) includes, without limitation, the indebtedness, liabilities and obligations of the Loan Parties under this Agreement and any notes delivered hereunder, and under the Existing Loan Agreement, as amended and restated hereby, as the same may be further amended, modified, supplemented and/or restated from time to time. The Loan Documents and after all agreements, instruments and documents executed or delivered in connection with any of the Second ARCA Effective Date, all references foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Each reference to the “Credit Loan and Security Agreement” contained therein in any Loan Document shall mean and be a reference to this Agreement (as further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Loan Documents to particular section numbers in the Existing Loan Agreement shall be deemed to refer to this Agreement and all be cross-references to the Tranche B Term Loans shall be deemed corresponding sections, as applicable, of this Agreement. Upon the effectiveness of this Agreement, and on and after the Closing Date, each reference in the Existing Loan Agreement to refer “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Term LoansExisting Loan Agreement in any other related document, including any Loan Document as amended hereby, shall mean and be a reference to this Agreement.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Amendment and Restatement. The Borrower, the Banks and the Administrative Agent agree that, upon (ai) It is the intention execution and delivery of this Agreement by each of the parties hereto that and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing ARCACredit Agreement shall be and hereby are amended, which superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is an amendment not intended to and restatement shall not constitute a novation, payment and reborrowing or termination of the Original Credit Agreement, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations Obligations under the Original Existing Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue Documents as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately effect prior to the Second ARCA Effective Date). Upon date hereof or the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwiseIndebtedness created thereunder. The parties hereto further acknowledge and agree commitment of each Bank that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules is a party to the Existing ARCA Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall continue in full force and effect and thatbe those hereunder. Without limiting the foregoing, from and after upon the Second ARCA Effective Date, effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” contained therein and the “Credit Documents” shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
Credit Documents, (b) Each Lender that executes and delivers all obligations constituting “Obligations” under the Amendment and Restatement Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the date hereof shall continue as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, Obligations under this Agreement and the Amendment other Credit Documents and Restatement (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 convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans a Bank hereunder reflect such Bank’s Commitments on the date hereof, and the Borrower hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Bank in a principal amount (if any) connection with the sale and assignment of any Eurodollar Loan on the terms and in the manner set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelySection 2.11 hereof.
Appears in 1 contract
Amendment and Restatement. (a1) It This Agreement is the intention of each of the parties hereto that the Existing ARCA, which is and shall for all purposes be deemed to be an amendment and restatement of the Original provisions of the Existing Credit Agreement. While this Agreement will supersede the Existing Credit Agreement insofar as it constitutes the entire agreement between the parties concerning the subject matter of this Agreement, this Agreement merely amends and restates the Existing Credit Agreement and does not constitute or result in a novation or rescission of the Existing Credit Agreement, the existing Guarantees or any other Loan Document except that, in accordance with Section 3.1(6), the Security as defined in the Existing Credit Agreement, apart from that described in Section 3.1, is to be amended released and restated so as discharged.
(2) The parties confirm that none of the outstanding Advances pursuant to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Existing Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations has been repaid or replaced by new obligations as a result of the Credit Parties hereunder and thereunder shall this Agreement. All of those outstanding Advances are deemed to be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, Advances under this Agreement (andas more specifically provided in Section 2.3, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment all of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender Obligations (as defined in the Amendment and Restatement Existing Credit Agreement) will be are deemed to have agreed to have committed pursuant tobe Obligations under this Agreement.
(3) Without in any way limiting the terms of the Existing Credit Agreement or the other Loan Documents, the Obligors ratify and subject confirm the existing Guarantees and agree that they shall continue as guarantees of all of the Obligations and Other Secured Obligations (or that part of them that is described in any particular Guarantee), including those arising as a result of this Agreement. Any references in the Guarantees or other Loan Documents to the terms and conditions of, Existing Credit Agreement or section numbers in the Existing Credit Agreement shall be interpreted as referring to this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page corresponding Sections of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Dateit, and the Company Guarantees are hereby amended accordingly.
(4) Without limiting Section 1.2(3), in order to reflect the change in the definition of Other Secured Obligations in this Agreement as compared to the Existing Credit Agreement, the definition of “Obligors” in section 1(a)(v) of the Borrower’s guarantee dated as of 15 April 2008 that is one of the Guarantees is hereby amended so that “Obligors” in that guarantee means each of the Restricted Parties from time to time other than the Borrower. The Borrower agrees to promptly seek and provide the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyAgent with satisfactory evidence of the ratification of this amendment to that guarantee by its board of directors.
Appears in 1 contract
Sources: Credit Agreement (Iamgold Corp)
Amendment and Restatement. It is intended by the parties hereto that (a) It all Obligations of the parties under the Original Agreement shall continue to exist under and be evidenced by this Agreement and the other Loan Documents; and (b) except as expressly stated herein or amended hereby, the Original Agreement and the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations; it being understood that it is the intention of each intent of the parties hereto that the Existing ARCA, which is an amendment and restatement of 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Original Credit Agreement or and such rights, obligations and liabilities shall continue and remain outstanding, and that this Agreement amends, restates and replaces in its entirety the Existing ARCA provided that Agreement. From and after the Restatement Effective Date, all Loans, Letters Obligations of Credit or other Credit Extensions outstanding the Borrowers under the Original Credit Agreement shall become Obligations of such Persons hereunder, and all Obligations, if any, of the Existing ARCA Subsidiary Borrowers shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in become fully and continuously guaranteed by the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case U.S. Borrower pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date)U.S. Borrower Guaranty. Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement AgreementSection 4.01, each Loan Document other than the Original Agreement that was in effect immediately prior to the Second ARCA Restatement Effective Date shall continue to be effectiveeffective and, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In additionotherwise requires, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules any reference to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” Original Agreement contained therein shall be deemed to refer to this Agreement and all references any reference to the Tranche B Term Loans or Obligations shall be deemed to refer to the Term Loans.
(b) Each Lender that executes Loans and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Obligations under this Agreement) will be deemed to have agreed to have committed pursuant to. This Agreement, and subject each of the amendments to the terms and conditions of, this Original Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case effected hereby on the Second ARCA Restatement Effective Date, and is binding on each Lender party to the Company and Original Agreement as of the Borrowers will Restatement Effective Date, notwithstanding that this Agreement may be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelysigned by the Required Lenders but not all Lenders.
Appears in 1 contract
Sources: Credit Agreement (Miller Herman Inc)
Amendment and Restatement. (a) It This Agreement is the intention of each of entered into by the parties hereto in order to, inter alia, amend and restate the terms, provisions and agreements of that certain First Amended and Restated Credit Agreement, pursuant to which Lender is, as of the Existing ARCAdate hereof after giving effect to the Assignment Agreement, which the only “Lender” (as defined thereunder). Pursuant to this Agreement, the other “Loan Documents” (as such term is an amendment used and restatement of defined in the First Amended and Restated Credit Agreement and in the Original Credit Agreement, herein, the “Original Loan Documents”) shall, only to the extent explicitly provided herein, also be amended and restated so (except for any Facility LC Applications). This Agreement, together with the Original Loan Documents, as amended and restated on this date, the Pledge, the Security Agreements, the Fast Forward Guaranty, the Timexpress Guaranty, the Subsidiary Guaranty, all Facility LC Applications given under the First Amended and Restated Credit Agreement, Original Credit Agreement and/or this Agreement, and all other documents and or instruments given from time to preserve time in connection with or pursuant to this Agreement, the perfection First Amended and priority Restated Credit Agreement and the Original Credit Agreement, as each of all security interests securing the same may from time to time be amended, modified, supplemented, extended, restated or replaced from time to time, shall constitute the Loan Documents as such term is used and defined in this Agreement. Neither this Agreement nor any of the other Loan Documents shall constitute a satisfaction or refinance of the indebtedness made pursuant to the First Amended and obligations under Restated Credit Agreement, the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured other Original Loan Documents as evidenced by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement HNB Note and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case JPM Note assigned pursuant to the provisions Assignment Agreement to Lender or otherwise. Administrative Agent shall, notwithstanding anything contained herein or in any other Loan Document, as amended on the dated hereof), continue to act as Agent hereunder for the Lender and shall continue to hold and own, for the benefit of Lender, all right, title and interest granted, issued or made in favor of Administrative Agent, as creditor, secured party, or otherwise, under each Guaranty and all security interests, liens, mortgages and other rights, benefits and interests granted in connection with the same Interest Periods as were applicable First Amended and Restated Agreement, including without limitation under the Security Agreement, the Pledge and the Mortgage. Borrower hereby agrees, upon request by Administrative Agent or Lender, to, and to cause each Guarantor to, enter into and/or authorize such Eurocurrency Loans immediately prior other and further agreements, documents, and instruments, including without limitation, Financing Statements, necessary to effectuate the Second ARCA Effective Date). Upon the effectiveness intent of this Agreement and to continue, and/or continue the perfection of, any liens, security interests, mortgages, pledges and other collateral interests granted by any Person in accordance connection with the Amendment First Amended and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Restated Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Amendment and Restatement. (a) It is the intention of each of the parties hereto that This Agreement amends and restates in its entirety the Existing ARCACredit Agreement. All references to the "Agreement" contained in the Other Documents delivered in connection with the Existing Credit Agreement or this Agreement shall, which is an and shall be deemed to, refer to this Agreement. Notwithstanding the amendment and restatement of the Original Existing Credit Agreement by this Agreement, be amended the Obligations of the Borrowers and restated so the other Loan Parties outstanding as to preserve of the perfection and priority of all security interests securing indebtedness and obligations Closing Date under the Original Existing Credit Agreement and the Other Documents as defined and entered into in conjunction with the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or shall remain outstanding and shall constitute continuing Obligations without novation, but subject to any changes in the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding provisions governing the same under the Original Credit this Agreement and the Existing ARCA Other Documents as defined in this Agreement. Such Obligations shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under in all respects be continuing and this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall not be deemed to refer to this Agreement evidence or result in a novation or repayment and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loansreborrowing of such Obligations.
(b) Each Lender of ▇▇▇▇ ▇▇▇▇ and the UK Borrower confirms that:
(i) its liabilities and obligations arising under this Agreement shall, to the extent that executes those liabilities and delivers obligations are UK Obligations, form part of (but do not limit) the Amendment and Restatement Agreement as an Extending Lender Secured Obligations (as defined in the Amendment UK Security Document); and
(ii) the security created or expressed to be created in favor of the Agent (for itself and Restatement Agreementthe benefit of the Lenders) will be deemed to have agreed to have committed by each of ▇▇▇▇ ▇▇▇▇ and the UK Borrower pursuant to, and subject to the terms UK Security Document shall cover (without limitation) the obligations and conditions ofliabilities under this Agreement, to the extent that those liabilities and obligations are UK Obligations.
(c) Ampco UES confirms that:
(i) its liabilities and obligations arising under this Agreement shall form part of (but do not limit) the Secured Obligations (as defined in the Share Charge); and
(ii) the security created or expressed to be created in favor of the Agent (for itself and the Amendment and Restatement Agreement to convert (Abenefit of the Lenders) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender by Ampco UES pursuant to the Amendment Share Charge shall cover (without limitation) the obligations and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement liabilities under this Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Ampco Pittsburgh Corp)
Amendment and Restatement. (a) It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment This Agreement amends and restatement of restates in its entirety 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 ABL Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge terms and agree that this Agreement constitutes an amendment provisions of the Existing ARCA made under and in accordance with the terms of Original ABL Credit Agreement shall, subject to this Section 10.5 of the Existing ARCA9.29, be superseded hereby. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all All references to the “Credit Agreement” contained therein in the Loan Documents delivered in connection with the Original ABL Credit Agreement or this Agreement shall, and shall be deemed to to, refer to this Agreement. Notwithstanding the amendment and restatement of the Original ABL Credit Agreement by this Agreement, the Obligations of the Borrowers and the other Loan Parties outstanding under the Original ABL Credit Agreement and the other Loan Documents as of the Closing Date shall remain outstanding without novation and shall constitute continuing Obligations and shall continue as such to be secured by the Collateral. Such Obligations shall in all references to the Tranche B Term Loans shall respects be deemed to refer to the Term Loans.
(b) Each Lender that executes continuing and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement other Loan Documents shall not be deemed to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans evidence or result in a principal amount substitution, novation or repayment and reborrowing of such Obligations which shall remain in full force and effect, except to any extent modified hereunder. The Liens securing payment of the Obligations under the Original ABL Credit Agreement, as amended and restated in the form of this Agreement, shall in all respects be continuing, securing the payment of all Obligations. #94513555v35 #94588921v8 This Assignment and Assumption (if anythe “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”). [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 Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I 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 signature page of such Lender Assignor hereby irrevocably sells and assigns to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective DateAssignee, and the Company Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Borrowers will Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be liable for such Tranche C-2 Term Loans assigned under applicable Requirements of Law, all claims, suits, causes of action and 2015 Revolving Loans respectivelyany other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold 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”). In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the Credit Agreement with respect to facts and circumstances occurring on or prior to the Effective Date and subject to its obligations hereunder and under Section 9.13 of the Credit Agreement. Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(iv) of the Credit Agreement, (ii) without recourse to the Assignor and (iii) except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.
Appears in 1 contract
Amendment and Restatement. This Agreement shall (a) It and it is the intention intent of each the parties hereto that this Agreement shall) amend, restate and replace the Original Credit Agreement and the Guaranty shall (and it is the intent of the parties hereto that the Existing ARCAGuaranty shall) amend, which is an amendment restate and restatement of replace the Original Credit AgreementGuaranty and, be amended in each case, re-evidence the obligations outstanding thereunder on the First Amended and restated so Restated Effective Date as to preserve the perfection contemplated hereby, and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under of the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding parties under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCAOriginal Guaranty. In addition, unless specifically amended hereby, each of the Credit Documents, Loan Documents (other than the Exhibits Original Guaranty) and Schedules the exhibits and schedules to the Existing ARCA Loan Agreement and the other Loan Documents shall continue in full force and effect and that, from and after the Second ARCA First Amended and Restated Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans “Guaranty” contained therein shall be deemed to refer to the Term Loans.
Guaranty. The parties hereto further acknowledge and agree that (bi) Each Lender that executes this Agreement constitutes an amendment of the Original Credit Agreement made under and delivers in accordance with the Amendment terms of Section 15.1 of the Original Credit Agreement and Restatement Agreement as an Extending Lender (ii) the Revolving Note (as defined in the Amendment and Restatement Original Credit Agreement) will be deemed to is hereby cancelled and shall have agreed to have committed no further force or effect it being understood that (x) the obligations thereunder were purchased by the Initial Lenders pursuant to, and subject to the terms Assumption and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Assignment Agreement and (By) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable obligations so purchased constitute Existing Obligations hereunder for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyall purposes.
Appears in 1 contract
Sources: Credit and Security Agreement (SAExploration Holdings, Inc.)
Amendment and Restatement. (a) It is As of the intention New Closing Date, Borrower hereby (1) unconditionally ratifies and confirms, renews and reaffirms all of its obligations under each of the parties hereto other Loan Documents, (2) acknowledges and agrees that the Existing ARCAsuch obligations remain in full force and effect, which is an amendment binding on and restatement of 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement enforceable against it in accordance with the Amendment terms, covenants and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment conditions of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to other Loan Documents (as amended hereby), in each case, without impairment, and (3) represents, warrants and covenants that it is not in default under this Agreement or any of the Term Loansother Loan Documents beyond any applicable notice and cure periods, and there are no defenses, offsets or counterclaims against the Indebtedness.
(b) Each Lender Sears Holdings Corporation hereby (1) unconditionally approves and consents to the execution by Borrower of this Agreement and the modifications to the Loan Documents effected hereby, (2) unconditionally ratifies, confirms, renews and reaffirms all of its obligations under the Guaranty, (3) acknowledges and agrees that executes its obligations under the Guaranty remain in full force and delivers effect, binding on and enforceable against it in accordance with the Amendment terms, covenants and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant toconditions of such documents without impairment, and (4) as of the New Closing Date, represents, warrants and covenants that (i) it is not in default under the Guaranty beyond any applicable notice and cure periods and (ii) there are no defenses, offsets or counterclaims against its obligations under the Guaranty.
(c) Lender, Borrower and Guarantor hereby agree that the other Loan Documents are amended as follows:
(i) All references to “Lender” in each of the Loan Documents shall mean each party that is a “Lender” hereunder.
(ii) Section 7.1(a) of this Agreement shall be incorporated by reference into each of the Loan Documents and each reference to “Lender” in any Loan Document shall be subject to the terms of Section 7.1(a) of this Agreement.
(iii) All references to “Loan Agreement” in each of the Loan Documents shall mean this Agreement, and conditions ofall references to “Loan Documents shall mean the Loan Documents as amended by this Section 7.30. As applicable, this Agreement and references to “Closing Date” in any Loan Document shall mean the Amendment and Restatement Agreement “Original Closing Date.” All references in any other Loan Document to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a the principal amount (if any) set forth of the Loan or any of the Notes are hereby deemed revised to reflect the principal amount of the Loan outstanding from time to time pursuant to this Agreement. All other terms defined in the signature page of such Lender any Loan Document by reference to the Amendment and Restatement Agreement and “Loan Agreement” shall have the respective meanings ascribed to such terms in this Agreement.
(Bd) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of Upon Lender’s request, Borrower shall execute such Lender amendments to the Amendment and Restatement other Loan Documents as reasonably necessary to conform such Loan Documents with this Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: Loan Agreement
Amendment and Restatement. Upon satisfaction with each of -------------------------- the conditions set forth in Section 4.1 (aexcept any condition the performance of which has been waived as a condition to the initial Loan or initial issuance of a Letter of Credit pursuant to this Agreement), this Agreement shall be deemed to amend and restate in its entirety the Existing Agreement, at which time (the "Effective Time") It is each Lender and each Restricted Person hereby agrees that (i) the intention Percentage Share of each of Lender shall be as set forth in the parties hereto that the Existing ARCA, which is an amendment and restatement of the Original Credit definition to this Agreement, be amended and restated so as to preserve (ii) the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions loans outstanding under the Original Credit Existing Agreement and all accrued and unpaid interest thereon, all letters of credit issued and outstanding under the Existing ARCA Agreement and reimbursement obligations with respect thereto, and all accrued and unpaid fees and expenses under the Existing Agreement (the "Outstanding Obligations") shall continue be deemed to be outstanding under and governed by this Agreement, and (iii) any party named as Loans, Letters of Credit or other Credit Extensions, a "Lender" under the Existing Agreement that is not a signatory hereto as applicable, a Lender under this Agreement (andan "Exiting Lender") shall cease to be a Lender and shall be released from its obligations under the Existing Agreement and this Agreement. At the Effective Time, the Borrower shall make such adjustments in the case Loans, including the borrowing of Eurocurrency additional Loans and the repayment of Loans under the Existing Agreement plus all applicable accrued interest, fees and expenses (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment costs under Article III of the Existing ARCA made under Agreement) as shall be necessary to repay in full all Exiting Lenders and to provide for Loans by each Lender in accordance with the terms amount of Section 10.5 its new Percentage Share of all Loans as of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term LoansTime.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Amendment and Restatement. (a) It is On the intention of each of the parties hereto that Effective Date, the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, Agreement shall be amended and restated so in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Guarantors, the Administrative Agent and the Lenders agree that (i) the incurrence by the Borrower of “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Effective Date) shall continue to preserve the perfection exist under and priority of all security interests securing indebtedness and obligations under the Original Credit be evidenced by this Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral other Loan Documents and that this (ii) except as expressly stated herein or otherwise amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations. This Agreement does is not in any way intended to constitute a novation of the obligations and liabilities existing under the Original Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. Each Lender, by delivering its signature page hereto and funding its Loans on the Effective Date, shall be deemed hereby to accept an assignment and assumption of its Applicable Percentage of the “Obligations” under and as defined in the Existing ARCA provided that all LoansCredit Agreement which, Letters for the avoidance of Credit or other Credit Extensions outstanding under the Original Credit doubt, is a part of and not in addition to such Lender’s Commitment as reflected on Schedule 2.01 hereto.
(b) The terms and conditions of this Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement.
(andc) On and after the Effective Date, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Existing Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans ) shall be deemed to refer to the Term LoansExisting Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated) and (ii) all references to any section (or subsection) of the Existing Credit Agreement or in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement.
(bd) Each Lender that executes and delivers the Amendment and Restatement Agreement Except as an Extending Lender (as defined expressly provided herein or in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant toany other Loan Document, and subject to the all terms and conditions of, this Agreement of the Loan Documents remain in full force and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyeffect unless specifically amended hereby or by any other Loan Document.
Appears in 1 contract
Amendment and Restatement. (a) It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of 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 The Company and the Existing ARCA Banks acknowledge and agree that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall effective at the time at which all conditions precedent set forth in Section 4.01 have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans satisfied (the “Effective Time”), this Agreement shall amend and restate in its entirety the Existing Credit Agreement and (ii) Revolving any outstanding Loans that thereunder shall have been converted to 2015 Revolving Loans, in each case pursuant to be allocated among the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement Banks in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loanstheir respective Pro Rata Shares.
(b) Each Lender that executes and delivers To facilitate the Amendment and Restatement allocation described in clause (a), at the Effective Time, (i) all “Loans” under the Existing Credit Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement“Existing Loans”) will shall be deemed to have agreed be Loans, (ii) each Bank which is a party to have committed the Existing Credit Agreement (an “Existing Bank”) shall transfer to the Administrative Agent an amount equal to the excess, if any, of such Bank’s Pro Rata Share of the outstanding Loans hereunder (including any Loans made at the Effective Time) over the amount of all of such Bank’s Existing Loans, (iii) each Bank which is not a party to the Existing Credit Agreement shall transfer to the Administrative Agent an amount equal to such Bank’s Pro Rata Share of the outstanding Loans hereunder (including any Loans made at the Effective Time), (iv) the Administrative Agent shall apply the funds received from the Banks pursuant toto clauses (ii) and (iii), first, on behalf of the Banks (pro rata according to the amount of the applicable Existing Loans each is required to purchase to achieve the allocation described in clause (a)), to purchase from each Existing Bank which has Existing Loans in excess of such Bank’s Pro Rata Share of the outstanding Loans hereunder (including any Loans made at the Effective Time), a portion of such Existing Loans equal to such excess, second, to pay to each Existing Bank all interest, fees and other amounts (including amounts payable pursuant to Section 3.05 of the Existing Credit Agreement, assuming for such purpose that the Existing Loans were prepaid rather than allocated at the Effective Time) owed to such Existing Bank under the Existing Credit Agreement (whether or not otherwise then due) and, third, as the Company shall direct, and subject (v) all Loans shall commence new Interest Periods in accordance with elections made by the Company at least three Business Days prior to the terms date of the Effective Time pursuant to the procedures applicable to conversions and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) continuations set forth in Section 2.02(d) (all as if the signature page of such Lender to Existing Loans were continued or converted at the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in Effective Time). To the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and extent the Company and fails to make a timely election pursuant to clause (v) of the Borrowers will preceding sentence with respect to any Loans, such Loans shall be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyBase Rate Advances.
Appears in 1 contract
Amendment and Restatement. (a) It is This Agreement amends and ------------------------- restates in its entirety the intention Original Credit Agreement. Upon the effectiveness of each this Agreement, the terms and provisions of the parties hereto that Original Credit Agreement shall, subject to this Section 10.12, be superseded hereby. Notwithstanding the Existing ARCA, which is an ------------- amendment and restatement of the Original Credit Agreement by this Agreement, the Borrower shall continue to be amended liable to the Lenders party to the Original Credit Agreement and restated so as the Agent with respect to preserve agreements on the perfection part of the Borrower under the Original Credit Agreement to indemnify any of such Lenders or the Agent in connection with events or conditions arising or existing 112 prior to the date hereof, including, but not limited to, those events and priority conditions set forth in Section 10 thereof. This Agreement is given in ---------- substitution for the Original Credit Agreement. Upon the effectiveness of all security interests securing indebtedness this Agreement, each reference to the Original Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection therewith shall mean and obligations be a reference to this Agreement. This Agreement amends, restates and supersedes only the Original Credit Agreement. This Agreement is not a novation. Nothing contained herein or in any of the other Loan Documents, unless expressly herein or therein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Credit Agreement. The principal amounts of Loans outstanding under the Original Credit Agreement immediately prior to giving effect to this Agreement to each Lender that is a party thereto shall be deemed to be Loans made by that Lender hereunder. Each Letter of Credit issued under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of giving effect to this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loansa Letter of Credit hereunder.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Amendment and Restatement. (a) It is The Loan Parties, the intention Agents, the Issuing Bank, the Swingline Lenders and the Lenders hereby agree that upon the effectiveness of each this Credit Agreement, the terms and provisions of the parties hereto that Original Credit Agreement shall be and hereby are amended and restated in their entirety by the Existing ARCAterms and conditions of this Credit Agreement and the terms and provisions of the Original Credit Agreement, which is an except as otherwise provided in this Credit Agreement (including, without limitation, clause (b) of this §35), shall be superseded by this Credit Agreement.
(b) Notwithstanding the amendment and restatement of the Original Credit Agreement by this Credit Agreement, the Loan Parties shall be amended liable in accordance with the terms and restated so subject to the limitations set forth in the Original Credit Agreement to each Indemnified Person with respect to agreements on their part under the Original Credit Agreement 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 connection with the Original Credit Agreement. This Credit Agreement is given as to preserve a substitution of, and not as a payment of, the perfection and priority obligations of all security interests securing indebtedness and obligations the Loan Parties under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does is not intended to constitute a novation of the obligations and liabilities existing under the Original Credit Agreement.
(c) By execution of this Credit Agreement or all parties hereto agree that (i) each of the Existing ARCA provided Security Agreements and the other Loan Documents are hereby amended such that all Loans, Letters of Credit or other Credit Extensions outstanding under references to the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein Commitments thereunder shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Credit Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in continuation of the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.Commitments hereunder, (ii) all obligations under the
Appears in 1 contract
Amendment and Restatement. (a) It is The parties to this Agreement agree that, upon (i) the intention of execution and delivery by each of the parties hereto that of this Agreement and (ii) satisfaction of the conditions set forth in §10, the terms and provisions of the Existing ARCACredit Agreement shall be and hereby are amended, which is an amendment and restatement of the Original Credit Agreement, be amended superseded and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured in their entirety by the Collateral Documents terms and that provisions of this Agreement. This Agreement does is not intended to and shall not constitute a novation novation, payment and reborrowing or termination of the obligations “Obligations” (as defined in the Existing Credit Agreement). All “Loans” made, “Letters of Credit” issued, and liabilities existing “Obligations” incurred under the Original Existing Credit Agreement or which are outstanding on the Existing ARCA provided that all LoansClosing Date, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA if any, shall continue as Loans, Letters of Credit, and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof, all references in the “Loan Documents” (as defined in the Existing Credit or other Agreement) to the “Obligations” shall be deemed to refer to the Obligations hereunder.
(b) Upon the Closing Date, unless amended and restated in connection with this Agreement, all “Loan Documents” (as defined in the Existing Credit ExtensionsAgreement), including, without limitation, any Notes and any Guaranty, shall remain in full force and effect, as applicablethe same may be specifically modified and/or amended by the terms thereof, under and constitute Loan Documents hereunder and all references to the “Agent”, “Credit Agreement” and the “Loan Documents” therein shall be deemed to refer to the Agent, this Agreement (andand the Loan Documents, in the case respectively. Each Loan Party hereby ratifies, confirms, and reaffirms all of Eurocurrency Loans (including its obligations under any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted such Loan Document to 2015 Revolving Loanswhich it is a party, in each case pursuant to the provisions hereof), with as the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to may be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with specifically modified and/or amended by the terms thereof, and acknowledges and agrees that all Liens in any of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits its assets and Schedules to the Existing ARCA properties created under any such Loan Documents shall continue in full force and effect and that, from and after shall secure the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender Obligations (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyhereunder).
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Amendment and Restatement. (a) It is This Agreement and the intention of each of the parties hereto that other Loan Documents amend and restate the Existing ARCA, which is an amendment and restatement of 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 the “Loan Documents” (as defined in the Existing ARCA Credit Agreement). All rights, benefits, indebtedness, interests, liabilities and that all Indebtedness and Obligations obligations of the parties to the Existing Credit Parties hereunder Agreement and thereunder shall be secured by the Collateral agreements, documents and instruments executed and delivered in connection with the Existing Credit Agreement (collectively, the “Existing Loan Documents”) are hereby renewed, amended, restated and superseded in their entirety according to the terms and provisions set forth herein and in the other Loan Documents and that this (except to the extent otherwise set forth in the Loan Documents). This Agreement does not constitute constitute, nor shall it result in, a novation waiver of or release, discharge or forgiveness of any amount payable pursuant to the Existing Loan Documents or any indebtedness, liabilities or obligations of the obligations Loan Parties thereunder, all of which are renewed and liabilities existing under continued and are hereafter payable and to be performed in accordance with this Agreement and the Original Credit other Existing Loan Documents (except to the extent otherwise set forth in the Loan Documents). Neither this Agreement or the Existing ARCA provided that all nor any other Loan Document extinguishes any Loans, Letters of Credit or other Credit Extensions indebtedness or liabilities outstanding under the Original Credit Agreement and in connection with the Existing ARCA shall continue as LoansLoan Documents, Letters of Credit or nor do they constitute a novation with respect thereto.
(b) All security interests, pledges, assignments and other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including Liens and Guaranties previously granted by any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case Loan Party pursuant to the provisions hereofExisting Loan Documents are hereby renewed and continued (except to the extent otherwise set forth in the Loan Documents), with the same Interest Periods as were applicable to and all such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment security interests, pledges, assignments and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date other Liens and Guarantees shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue remain in full force and effect and that, from and after as security for the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined Finance Obligations in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) manner set forth in the signature page Existing Loan Documents.
(c) Amounts in respect of such Lender interest, fees and other amounts payable to or for the account of the Administrative Agent, the L/C Issuers and the Lenders shall be calculated (i) in accordance with the provisions of the Existing Credit Agreement with respect to any period (or a portion of any period) ending prior to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Closing Date, and (ii) in accordance with the Company and provisions of this Agreement with respect to any period (or a portion of any period) commencing on or after the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyClosing Date.
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Amendment and Restatement. This Agreement amends, restates and supersedes in its entirety the Original Agreement. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, except to the extent modified by the express terms and provisions of this Agreement or the other Repurchase Documents: (a) each Transaction outstanding on the date hereof under the Original Agreement shall continue in effect as a Transaction hereunder, without any transfer, conveyance, diminution, forbearance, forgiveness or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of the Original Agreement hereby and (b) Seller shall continue to be liable to Buyer for (i) all "Repurchase Obligations" (under and as defined in the Original Agreement) accrued to the date hereof under the Original Agreement and (ii) all agreements on the part of Seller under the Original Agreement to indemnify Buyer in connection with events or conditions arising or existing prior to the effective date of this Agreement. This Agreement is given in substitution for the Original Agreement and not as payment of any of the obligations of Seller thereunder, and this Agreement and the Transaction contemplated hereunder are not nor are they in any way intended to and should not be construed to constitute a novation of the Original Agreement. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other Repurchase Document, or document, instrument or agreement executed and/or delivered in connection therewith, shall mean and be a reference to this Agreement unless the context otherwise requires. Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the Facility represented by the Original Agreement, including, without limitation, the eligibility of Purchased Assets purchased under the Original Agreement and any settlements to be made with respect thereto. Seller hereby reaffirms all security interests granted by it pursuant to the Repurchase Documents. It is the intention and agreement of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, be amended and restated so as to preserve (A) the perfection and priority of all security interests securing indebtedness the payment of the Repurchase Obligations under this Agreement and obligations the other Repurchase Documents are preserved, (B) the Liens and security interests granted under the Original Credit Agreement and this Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral other Repurchase Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect without modification, interruption, lapse, termination or limitation, and that, from and after the Second ARCA Effective Date, all references (C) any reference to the “Credit Agreement” contained therein Repurchase Agreement in any Repurchase Documents shall be deemed to refer to reference this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term LoansAgreement.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Exantas Capital Corp.)
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) It the Existing Credit Agreement shall be and is hereby amended and restated in the intention form of each this Agreement (but for the avoidance of doubt, (i) such amendment and restatement shall not constitute a novation, discharge, rescission, extinguishment or substitution of the parties’ rights and obligations under the Existing Credit Agreement and (ii) the rights and obligations of the parties hereto that evidenced by the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, Agreement shall be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit evidenced by this Agreement and the Existing ARCA and other Documents); and
(b) all “Loans” (as that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or term is defined in the Existing ARCA provided that all Loans, Letters of Credit or Agreement) and other Credit Extensions amounts outstanding under the Original Existing Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date date hereof shall continue to be effectiveoutstanding under this Agreement.
(2) Notwithstanding the foregoing or any other term hereof, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment all of the Existing ARCA made under covenants, representations and in accordance with warranties on the terms of Section 10.5 part of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to Borrowers under the Existing ARCA shall continue Credit Agreement, remain in full force and effect with respect to any time prior to the date hereof and thatall of the claims and causes of action arising against each Borrower in connection therewith, from 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.
(3) In order to give effect to the amendment to the Commitments on the Effective Date provided for herein, all Outstanding Principal shall be adjusted by the Agent in accordance with its normal practices to ensure each Lender is owed its amended Rateable Portion of all Outstanding Principal under each of the Credit Facilities; and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein Drawdowns shall be deemed to refer to this Agreement and all references to made on the Tranche B Term Loans shall be deemed to refer to basis of the Term Loansamended Rateable Portion of each Lender.
(b4) Each Lender that executes The Lenders hereby agree to take all steps and delivers actions and execute and deliver all agreements, instruments and other documents as may be required from time to time by the Amendment and Restatement Agreement as an Extending Lender Agent or any of the Lenders (as defined including the assignment of interests in, or the purchase of participations in, existing Loans) to give effect to the amendment in the Amendment Commitments provided for herein and Restatement Agreement) will be deemed to have agreed ensure that the aggregate Outstanding Principal owing to have committed pursuant to, and subject each Lender is outstanding in proportion to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement each Lender’s Rateable Portion of all such Outstanding Principal after giving effect to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyamendment.
Appears in 1 contract
Amendment and Restatement. (a) It is This Agreement amends and restates in its entirety the intention of each of 2014 Credit Agreement; and the parties hereto Loan Parties confirm that the Existing ARCA, which is an amendment and restatement of the Original 2014 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 other Loan Documents and the Existing ARCA and that Collateral for the Obligations thereunder (as all Indebtedness and Obligations such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the Credit Parties hereunder execution and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation delivery of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loanssuch documents, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue remained in full force and effect and that, from continued to secure such obligations which are continued as the Obligations hereunder as amended hereby; and after all such Collateral (as defined in the Second ARCA Effective Date, all references to the “2014 Credit Agreement” contained therein ) shall be deemed continue to refer secure the Obligations hereunder. The Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that the amendment and restatement of the 2014 Credit Agreement by this Agreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein) thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to all references rights and benefits originally pertaining to the Tranche B Term Loans 2014 Credit Agreement and the other Loan Documents (as such term is defined therein). For the avoidance of doubt, the Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that upon execution of this Agreement by the parties hereto, Hallador Energy Company shall be deemed the Borrower hereunder and shall no longer be, and is hereby released as, a Guarantor under this Agreement and any other Loan Document (but shall be bound as a Borrower), and Sunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower under this Agreement and any other Loan Documents (but shall be bound as a Guarantor). Table of Contents For purposes of determining the Applicable Margin, Commitment Fee, and the Applicable Letter of Credit Fee Rate:
(a) As of the Third Amendment Closing Date, pricing shall be fixed at the level and rates that correspond with Level IV of the Pricing Grid, until the date on which a Compliance Certificate for the fiscal period ending March 31, 2020 is due to refer be delivered in accordance with Section 8.3.3. If a Compliance Certificate is not delivered when due in accordance with Section 8.3.3, then the rates in Level IV shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the Term Loansdate on which such Compliance Certificate is delivered.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement If, as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject a result of any restatement of or other adjustment to the terms financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and conditions of(ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the Issuing Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the Issuing Lender, as the case may be, under Sections 2.9 [Letter of Credit Subfacility] or 4.4 [Interest After Default] or 9 [Default]. The Borrower’s obligations under this Agreement paragraph shall survive the termination of the Commitments and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page repayment of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyall other Obligations hereunder.
Appears in 1 contract
Amendment and Restatement. (a) It is the intention of each of the parties hereto that the Existing ARCA, which is This Agreement constitutes an amendment and restatement of 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 Existing Credit Agreement and the Existing ARCA Guaranty Agreement and that as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all Indebtedness terms and Obligations provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Parties hereunder Agreement and thereunder the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be secured by the Collateral Documents and that this Agreement does not constitute construed as a release or novation of any or all of the obligations and liabilities existing under the Original Existing Credit Agreement or Agreement, the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Guaranty Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each “Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Existing Credit Agreement) will ). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to have agreed to have committed pursuant to, and subject be a reference to the terms applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and conditions ofagreement of the Credit Parties that, this except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the Amendment other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and Restatement shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) the matters set forth in the signature page Acknowledgment of such Lender and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Amendment and Restatement Intercreditor Agreement and (B) as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Amendment and Restatement Agreement, Existing Credit Agreement that is not a party this Agreement shall have been paid in each case full with the proceeds of the funding on the Second ARCA Effective Closing Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: Credit Agreement (Copart Inc)
Amendment and Restatement. On and after the Effective Date:
(a) It is the intention Original Credit Agreement shall be deemed to be amended and restated in the form of each of this Amended Agreement;
(b) the parties hereto that shall have no further rights or obligations to each other under the Existing ARCA, which is an Original Credit Agreement as the same existed immediately prior to the said amendment and restatement of except to the extent the same are continued hereunder;
(c) all Loans and other Outstandings (as those terms are defined in the Original Credit Agreement) under the Original Credit Agreement immediately prior to the Effective Date shall continue to be outstanding under this Agreement and shall be deemed to be Loans and other Outstandings owing by the Borrower to the Banks under this Agreement;
(d) the Existing Security Documents and the Subsidiary Security Documents are and shall continue to be outstanding and are and shall continue to constitute security for all Outstandings under this Agreement, and all references contained therein to the Original Credit Agreement shall be amended deemed to be references to this Agreement;
(e) the Consent and restated so Waiver shall continue to exist as a consent and waiver by the Banks with respect to preserve the perfection transactions described therein in the manner and priority scope set forth therein, and the Borrower is and continues to be bound by all its covenants and agreements contained in the Consent and Waiver; and
(f) that certain letter of credit no. PBCTGTY2732 issued by Paribas at the request of the Borrower prior to the date hereof, in favour of TransCanada Pipe Lines Limited, in a face amount of Cdn. $118,484 and expiring October 31, 1996, shall be deemed to be an LC Borrowing hereunder issued by Paribas as the Fronting Bank in the face amount of such letter of credit; Paribas, the Fronting Bank and the Banks shall reach a mutually acceptable sharing of the issuance fee paid by the Borrower in respect of such letter of credit, and the Borrower shall be deemed to have complied with its obligations under sections 2.14(b) and 2.14(c). Notwithstanding the foregoing or any other term hereof, all security interests securing indebtedness of the covenants, representations and obligations warranties on the part of the Borrower under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder Banks' claims and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation causes of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (andaction arising in connection therewith, in the case respect of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans all matters, events, circumstances and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately obligations arising or existing prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to continue, survive and shall not be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined merged in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, execution of this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelydocument or any other Financing Documents or any Borrowings hereunder.
Appears in 1 contract
Sources: Credit Agreement (Wainoco Oil Corp)
Amendment and Restatement. (a) It is This Agreement amends and restates in its entirety the intention Prior Term Loan Agreement and, upon the effectiveness of each this Agreement, the terms and provisions of the parties hereto that the Existing ARCAPrior Term Loan Agreement shall, which is an amendment and restatement of the Original Credit Agreementsubject to this Section 1.18, 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement superseded hereby.
(and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (ib) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit "Term Loan Agreement” " contained therein in the Loan Documents delivered in connection with the Prior Term Loan Agreement shall be deemed to refer to this First Amended and Restated Term Loan Agreement.
(c) Notwithstanding the amendment and restatement of the Prior Term Loan Agreement by this Agreement, the Obligations outstanding under the Prior Term Loan Agreement shall remain outstanding as of the date hereof, constitute continuing Obligations hereunder and all references shall continue to be secured by the Collateral.
(d) Unless Borrower elects to deliver updated Schedules to be attached hereto (other than Schedules 1.1(a), 1.8, 1.9A, 4.1(B), 6.11, 11.10 and Schedules A through G which have been provided by Agent), the Schedules delivered by Borrower and attached to the Tranche B Prior Term Loans Loan Agreement shall be deemed to refer have been delivered pursuant to and attached to this Agreement. The Obligations outstanding under the Prior Term Loans.
(b) Each Lender that executes Loan Agreement and delivers the Amendment Liens securing payment thereof shall in all respects be continuing, and Restatement this Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will shall not be deemed to have agreed to have committed pursuant toevidence or result in a novation or repayment and re-borrowing of such Obligations. In furtherance of and without limiting the foregoing, the effectiveness of this Agreement, the terms, conditions, and subject to covenants governing the terms and conditions of, this Obligations outstanding under the Prior Term Loan Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) shall be solely as set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement this Agreement, which shall supersede the Prior Term Loan Agreement in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyits entirety.
Appears in 1 contract
Amendment and Restatement. (a) It is The parties hereto acknowledge and agree that (i) this Agreement and the intention of each Other Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or repayment and reborrowing of the parties hereto that Advances and the Existing ARCA, which is an amendment and restatement of other Obligations under the Original Credit Agreement or the Other Documents (as defined in the Original Credit Agreement) as in effect prior to the Closing Date and which remain outstanding as of the Closing Date, be amended and restated so as to preserve (ii) the perfection and priority of all security interests securing indebtedness and obligations Obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Other Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under (as defined in the Original Credit Agreement or Agreement) are in all respects continuing (as amended and restated and converted hereby and which are in all respects hereinafter subject to the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding terms herein) and (iii) the Liens and security interests as granted under the Original Credit Agreement and the Existing ARCA shall continue applicable Other Documents (as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, defined in the case Original Credit Agreement) securing payment of Eurocurrency Loans such Obligations (including any Eurocurrency Loans that as defined in the Original Credit Agreement) are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans in all respects continuing and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from are reaffirmed hereby.
(b) The parties hereto acknowledge and agree that on and after the Second ARCA Effective Closing Date, (i) all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to or the Tranche B Term Loans Other Documents shall be deemed to refer to the Term LoansOriginal Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Original Credit Agreement or the Other Documents shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Original Credit Agreement as amended and restated hereby.
(bc) Each Lender The parties hereto acknowledge and agree that executes this amendment and delivers the Amendment restatement is limited as written and Restatement Agreement is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as an Extending Lender (as defined expressly provided herein or in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant toany Other Document, and subject to the all terms and conditions of, of this Agreement and the Amendment Other Documents remain in full force and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyeffect unless otherwise specifically amended hereby or by any Other Documents.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Union Drilling Inc)
Amendment and Restatement. (a) It is The parties hereto acknowledge and agree that (i) this Agreement and the intention of each Other Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or repayment (other than with respect to the Term Loans) and reborrowing of the parties hereto that Advances (as defined in the Existing ARCA, Second A&R Credit Agreement) and the other Obligations (as defined in the Second A&R Credit Agreement) under the Second A&R Credit Agreement or the Other Documents (as defined in the Second A&R Credit Agreement) as in effect prior to the Closing Date and which is an amendment and restatement remain outstanding as of the Original Closing Date, (ii) the Obligations (as defined in the Second A&R Credit Agreement but excluding such Obligations (as defined in the Second A&R Credit Agreement, be amended and restated so as ) with respect to preserve the perfection and priority of all security interests securing indebtedness and obligations Term Loans) under the Original Second A&R Credit Agreement and the Existing ARCA Other Documents (as defined in the Second A&R Credit Agreement) are in all respects continuing (as amended and that restated and converted hereby and which are in all Indebtedness respects hereafter subject to the terms herein) and Obligations of (iii) the Credit Parties hereunder Liens and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing security interests as granted under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Second A&R Credit Agreement and the Existing ARCA shall continue Other Documents (as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, defined in the case Second A&R Credit Agreement) securing payment of Eurocurrency Loans such Obligations (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, as defined in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement A&R Credit Agreement) are in accordance with the Amendment all respects continuing and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and thatreaffirmed hereby (in each case, from as amended and restated hereby and in all respects hereafter subject to the terms herein).
(b) The parties hereto acknowledge and agree that on and after the Second ARCA Effective Closing Date, (i) all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.Second A&R Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Second A&R Credit Agreement shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Second A&R Credit Agreement, as amended and restated hereby. [Innovex] 3rd A&R Credit Agreement 151
(bc) Each Lender The parties hereto acknowledge and agree that executes this amendment and delivers restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any Other Document, all terms and conditions of the Amendment Second A&R Credit Agreement and Restatement Agreement as an Extending Lender the Other Documents (as defined in the Amendment and Restatement Second A&R Credit Agreement) will be deemed to have agreed to have committed pursuant to, remain in full force and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyeffect unless otherwise specifically amended hereby or by any Other Documents.
Appears in 1 contract
Sources: Revolving Credit Agreement (Innovex International, Inc.)
Amendment and Restatement. (a) It is This Agreement amends and restates in its entirety the intention Original Credit Agreement and upon the effectiveness of each this Agreement, the terms and provisions of the parties hereto that Original Credit Agreement shall, subject to this Section 9.26, be superseded hereby. All references to the Existing ARCA“Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement or this Agreement shall, which is an and shall be deemed to, refer to this Agreement. Notwithstanding the amendment and restatement of the Original Credit Agreement by this 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Borrower and the other Loan Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA other Loan Documents as of the Closing Date shall remain outstanding without novation and shall constitute continuing Obligations and shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under such to be secured by the Collateral. Such Obligations shall in all respects be continuing and this Agreement (andand the other Loan Documents shall not be deemed to evidence or result in a substitution, in the case novation or repayment and reborrowing of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that such Obligations which shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue remain in full force and effect effect, except to any extent modified hereunder. The Liens securing payment of the Obligations under the Original Credit Agreement, as amended and thatrestated in the form of this Agreement, from shall in all respects be continuing, securing the payment of all Obligations. #94508849v9 Junior Lien Intercreditor Agreement (this “Agreement”), dated as of [ ], 20[ ], among BANK OF AMERICA, N.A., as administrative agent and after the Second ARCA Effective Datecollateral agent (in such capacities, all references to with its successors and assigns, and as more specifically defined below, the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to Existing First Priority Representative”) for the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender Existing First Priority Secured Creditors (as defined in below) secured pursuant to the Amendment Existing First Priority Agreement, [ ], as administrative agent and Restatement Agreementcollateral agent for the Second Priority Creditors (as defined below) will be deemed and each other First Priority Representative and Second Priority Representative that from time to have agreed to have committed time becomes a party hereto pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Datehereof, and acknowledged and agreed to by, HAYWARD INTERMEDIATE, INC., a Delaware corporation (“Holdings”), HAYWARD INDUSTRIES, INC., a New Jersey corporation (the Company “Borrower”) and each of the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyother Loan Parties (as defined below) party hereto.
Appears in 1 contract
Sources: First Lien Credit Agreement (Hayward Holdings, Inc.)
Amendment and Restatement. (a) It is As of the intention New Closing Date, Borrower hereby (1) unconditionally ratifies and confirms, renews and reaffirms all of its obligations under each of the parties hereto other Loan Documents, (2) acknowledges and agrees that the Existing ARCAsuch obligations remain in full force and effect, which is an amendment binding on and restatement of 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement enforceable against it in accordance with the Amendment terms, covenants and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment conditions of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to other Loan Documents (as amended hereby), in each case, without impairment, and (3) represents, warrants and covenants that it is not in default under this Agreement or any of the Term Loansother Loan Documents beyond any applicable notice and cure periods, and there are no defenses, offsets or counterclaims against the Indebtedness.
(b) Each Lender Sears Holdings Corporation hereby (1) unconditionally approves and consents to the execution by Borrower of this Agreement and the modifications to the Loan Documents effected hereby, (2) unconditionally ratifies, confirms, renews and reaffirms all of its obligations under the Guaranty, (3) acknowledges and agrees that executes its obligations under the Guaranty remain in full force and delivers effect, binding on and enforceable against it in accordance with the Amendment terms, covenants and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant toconditions of such documents without impairment, and (4) as of the New Closing Date, represents, warrants and covenants that (i) it is not in default under the Guaranty beyond any applicable notice and cure periods and (ii) there are no defenses, offsets or counterclaims against its obligations under the Guaranty.
(c) Lender, Borrower and Guarantor hereby agree that the other Loan Documents are amended as follows:
(i) All references to “Lender” in each of the Loan Documents shall mean each party that is a “Lender” hereunder.
(ii) Section 7.1(a) of this Agreement shall be incorporated by reference into each of the Loan Documents and each reference to “Lender” in any Loan Document shall be subject to the terms of Section 7.1(a) of this Agreement.
(iii) All references to “Loan Agreement” in each of the Loan Documents shall mean this Agreement, and conditions ofall references to “Loan Documents shall mean the Loan Documents as amended by this Section 7.30. As applicable, references to “Closing Date” in any Loan Document shall mean the “Original Closing Date.” All references in any other Loan Document to the principal amount of the Loan or any of the Notes are hereby deemed revised to reflect the principal amount of the Loan outstanding from time to time pursuant to this Agreement. All other terms defined in any Loan Document by reference to the “Loan Agreement” shall have the respective meanings ascribed to such terms in this Agreement.
(d) Upon Lender’s request, Borrower shall execute such amendments to the other Loan Documents as reasonably necessary to conform such Loan Documents with this Agreement. [Signatures appear on following pages.] The parties hereto are executing this Agreement and as of the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelydate first above written.
Appears in 1 contract
Sources: Loan Agreement (Sears Holdings Corp)
Amendment and Restatement. (a) It is On the intention of each of Closing Date, the parties hereto that Original Credit Agreement shall be amended and restated in its entirety by this Agreement and (a) all references to the Existing ARCAOriginal Credit Agreement in any Loan Document other than this Agreement (including in any amendment, which is an amendment waiver or consent) shall be deemed to refer to the Original Credit Agreement as amended and restatement restated hereby, (b) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (c) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Original Credit Agreement as amended and restated so as to preserve hereby and (d) each of the perfection and priority Loan Parties hereby (i) reaffirms all of all security interests securing indebtedness and 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 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 issued under and as defined in the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations outstanding as of the Closing Date shall continue as Letters of Credit Parties hereunder under this Agreement, (B) all Hedging Obligations under and thereunder as defined in the Original Credit Agreement that remain outstanding as of the Closing Date shall be secured by the Collateral Documents and that continue as Hedging Obligations under this Agreement and (C) all Banking Services Obligations under and as defined in the Original Credit Agreement that remain outstanding as of the Closing Date shall continue as Banking Services Obligations under this Agreement. This Agreement is not intended to constitute, and does not constitute constitute, a novation of the obligations and liabilities existing 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 Existing ARCA provided that 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 Loans, Letters of Credit or other Credit Extensions outstanding “Obligations” and “Secured Obligations” under the Original Credit Agreement as of the Closing Date shall be deemed to be Obligations and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, Secured Obligations outstanding under this Agreement (and, in whether or not such “Obligations” and “Secured Obligations” are contingent as of the case of Eurocurrency Loans (including any Eurocurrency Loans that are (iClosing Date) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (iiiii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit AgreementLiens” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Original Credit Agreement) will be deemed granted under the Loan Documents shall continue to have agreed secure the Obligations and Secured Obligations under this Agreement.
(c) With respect to have committed pursuant toany “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”’), and subject 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 terms and conditions of, 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 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 parties hereto agrees that Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, upon the Closing Date and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth execution of this Agreement, each Lender shares in the signature page of such Lender to the Amendment and Restatement Agreement and (B) aggregate Revolving Exposure based on its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyPro Rata Percentage.
Appears in 1 contract
Amendment and Restatement. (a) It This Agreement amends and restates the Existing Credit Agreement and is the intention of each not intended to be or operate as a novation or an accord and satisfaction of the parties hereto that the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, be any other Loan Document or the indebtedness, obligations and liabilities of the Loan Parties evidenced or provided for thereunder (and shall not constitute a payment, reborrowing or termination thereof). All Obligations (as defined in the Existing Credit Agreement) are in all respects continuing (as amended and restated so hereby) with only the terms thereof being modified as to preserve provided in this Agreement. Without limiting the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations generality of the Credit Parties hereunder foregoing, each Loan Party agrees that notwithstanding the execution and thereunder shall be secured by delivery of this Agreement, the Liens previously granted to the Administrative Agent pursuant to the Collateral Documents shall be and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue remain in full force and effect and thatthat any rights and remedies of the Administrative Agent thereunder and obligations of the Loan Parties thereunder shall be and remain in full force and effect, from shall not be affected, impaired or discharged thereby and shall secure all of the Loan Parties’ indebtedness, obligations and liabilities to the Administrative Agent and the Lenders under the Existing Credit Agreement as amended and restated hereby. Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) ratifies and reaffirms that such grant of security interests and ▇▇▇▇▇ and confirms and agrees that such security interests and Liens hereafter secure all of the Second ARCA Effective DateObligations as amended hereby. Without limiting the foregoing, all references the parties to this Agreement hereby acknowledge and agree that the “Credit Agreement” contained therein and the “Notes” referred to in the Collateral Documents shall from and after the date hereof be deemed references to this Agreement and the Notes issued hereunder, and all references made to the Existing Credit Agreement in any other Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Amended and Restated Credit Agreement is entered into between us for the uses and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) purposes hereinabove set forth in as of the signature page date first above written. Willdan Group, Inc. By: /s/▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ Name:▇▇▇▇▇▇▇▇▇ ▇. Early Title:Executive Vice President and Chief Financial Officer Electrotec of such Lender to the Amendment NY Electrical Inc. Public Agency Resources Willdan Engineering Willdan Financial Services Willdan Lighting & Electric, Inc. Integral Analytics, Inc. Willdan Electrical of NY, Inc. Energy and Restatement Agreement Environmental Economics, Inc. Willdan Energy Solutions Willdan Energy Co. Alpha Inspections, Inc. Alternative Power Generation, Inc. By: /s/▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ Name:▇▇▇▇▇▇▇▇▇ ▇. Early Title:Chief Financial Officer and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement AgreementTreasurer Genesys Engineering, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.P.C. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇ Name:▇▇▇▇▇▇▇ ▇▇▇▇▇ Title:President
Appears in 1 contract
Amendment and Restatement. (a) It is On the intention of each of the parties hereto that the Existing ARCAEffective Date, which is an amendment and restatement of the Original Credit Agreement, Agreement shall be amended and restated so as in its entirety by this Agreement, and the Original Credit Agreement shall thereafter be of no further force and effect, except to preserve evidence (i) the perfection and priority incurrence by the Security Parties of all security interests securing indebtedness the indebtedness, liabilities and obligations under the Original Credit Agreement (whether or not such indebtedness, liabilities and the Existing ARCA and that all Indebtedness and Obligations obligations are contingent as of the Credit Parties hereunder Effective Date), (ii) the representations and thereunder shall be secured warranties made by the Collateral Documents Security Parties prior to the Effective Date and that this (iii) any action or omission performed or required to be performed pursuant to such Original Credit Agreement does prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in such Original Credit Agreement). The amendments and restatements set forth herein shall not constitute a cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Original Credit Agreement existing prior to the Effective Date. This Agreement is not in any way intended to evidence payment, extinguishment or novation of all or any portion of the obligations and liabilities existing under the Original Credit Agreement.
(b) The terms and conditions of this Agreement or and the Existing ARCA provided that Creditors’ rights and remedies under this Agreement and the other Transaction Documents shall apply to (i) all Loansof the indebtedness, Letters liabilities and obligations incurred hereunder and the other Transaction Documents and (ii) all of Credit or other Credit Extensions outstanding the indebtedness, liabilities and obligations of the Security Parties incurred under the Original Credit Agreement and the Existing ARCA shall continue other “Transaction Documents” (as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, defined in the case of Eurocurrency Loans Original Credit Agreement) (including any Eurocurrency Loans that are the “Original Transaction Documents”).
(ic) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans Each Security Party hereby reaffirms (and (iire-grants) Revolving Loans that shall have been converted to 2015 Revolving Loansthe security interests, in each case liens and collateral granted pursuant to the provisions hereofOriginal Transaction Documents (to which it is a party) to the Security Trustee for the benefit of the Creditors (as defined in the Original Credit Agreement), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement which security interests, liens and interests in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA collateral shall continue in full force and effect during the term of this Agreement and thatany renewals thereof and shall continue to secure the indebtedness, from liabilities and obligations of the Security Parties incurred under the Original Credit Agreement and secure the indebtedness, liabilities and obligation of the Security Parties incurred under this Agreement. Each of the Security Parties hereby consents to the execution, delivery and performance of this Agreement and all of the other Transaction Documents executed in connection therewith.
(d) On and after the Second ARCA Effective Date, (i) all references to the “Original Credit Agreement in the Transaction Documents (other than this Agreement” contained therein ) shall be deemed to refer to this Agreement and Agreement, (ii) all references to the Tranche B Term Loans Notes in the Transaction Documents shall be deemed to refer be the Amended and Restated Notes executed and delivered by the Borrower pursuant to this Agreement, (iii) all references to any Article, Section or sub-clause of the Original Credit Agreement in any Transaction Document (other than this Agreement) shall be deemed to be references to the Term Loanscorresponding provisions of this Agreement.
(be) Each Lender that executes This amendment and delivers the Amendment restatement is limited as written and Restatement Agreement is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as an Extending Lender (as defined expressly provided herein or in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant toany other Transaction Document, and subject to the all terms and conditions of, this Agreement of the Original Transaction Documents remain in full force and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyeffect unless otherwise specifically amended hereby or amended by any other Transaction Document.
Appears in 1 contract
Amendment and Restatement. (a) It is On the intention of each of the parties hereto that Closing Date, the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, Guaranty shall be amended and restated so as to preserve in its entirety by this Agreement, and the perfection Existing Guaranty shall thereafter be and priority of shall be deemed replaced and superseded in all security interests securing indebtedness respects by this Agreement. The parties hereto acknowledge and obligations under the Original Credit agree that (i) this Agreement and the Existing ARCA other Loan Documents, whether executed and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does delivered in connection herewith or otherwise, do not constitute a novation or termination of the obligations and liabilities existing Obligations under the Original Credit Agreement Existing Guaranty or the Existing ARCA provided that all Loans, Letters other Loan Documents as in effect prior to the Closing Date and which remain outstanding as of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans Closing Date and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, the Obligations under the Existing Guaranty and the other Loan Documents are in each case pursuant all respects continuing (as amended and restated hereby and which are in all respects hereinafter subject to the provisions hereofterms herein), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from .
(b) On and after the Second ARCA Effective Closing Date, (i) all references to the Existing Guaranty or the “Credit ABL Guarantee Agreement” contained therein shall be deemed to refer to in the Loan Documents (other than this Agreement and all references to the Tranche B Term Loans Agreement) shall be deemed to refer to the Term Loans.
Existing Guaranty as amended and restated hereby, (bii) Each Lender that executes and delivers all references to any section (or subsection) of the Amendment and Restatement Existing Guaranty or the ABL Guarantee Agreement as an Extending Lender in any Loan Document (as defined in the Amendment and Restatement Agreementbut not herein) will shall be deemed to have agreed refer to have committed pursuant tothe corresponding provisions of this Agreement, and subject (iii) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification) shall be deemed to be references to the terms Existing Guaranty as amended and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyrestated hereby.
Appears in 1 contract
Sources: Abl Guarantee Agreement (Builders FirstSource, Inc.)
Amendment and Restatement. (a) It is This Agreement amends and restates in its entirety the intention Original Credit Agreement and the rights and obligations of each 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) each “Swing Line Loan”, “Incremental Term Loan” and “Revolving Loan”, in each case, as defined in, and outstanding under, the Existing ARCA, which is an amendment Original Credit Agreement on the Closing Date (if any) shall remain outstanding hereunder (with the existing Interest Periods therefor) and restatement shall constitute the same Class of Loan hereunder as under the Original Credit Agreement, (b) the “Term Loan A-1 Loan” and “Term Loan A-2 Loan,” in each case as defined in, and 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 amended and restated so reclassified as to preserve “Term Loan A-2 Loans,” (c) each “Letter of Credit” (as defined in the perfection and priority of all security interests securing indebtedness and obligations Original Credit Agreement) issued under the Original Credit Agreement and outstanding on the Existing ARCA and that all Indebtedness and Obligations Closing Date shall constitute a Letter of the Credit Parties hereunder and thereunder (d) all “Obligations” (as defined in the Original Credit Agreement) and “Secured Obligations” (as defined in the Original Credit Agreement) shall be secured by the Collateral Documents constitute Obligations and that Secured Obligations hereunder, and this Agreement does shall not constitute be deemed to satisfy or waive, or evidence or result in a novation or repayment and reborrowing of, any of the obligations and liabilities existing under such Obligations. All references to the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit in any Loan Document or other Credit Extensions outstanding under document or instrument delivered in connection therewith shall constitute a reference to this Agreement. All obligations and rights of the Original Credit Agreement Loan Parties, the Lenders and the Existing ARCA shall continue as Loans, Letters Administrative Agent arising out of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant relating to the period commencing on the Closing Date shall be governed by the terms and provisions hereof)of this Agreement; the obligations of and rights of the Loan Parties, with the same Interest Periods as were applicable Lenders and the Administrative Agent arising out of or relating to such Eurocurrency Loans immediately the period prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Closing Date shall continue to be effective, unless governed by the context requires otherwise. The parties hereto further acknowledge and agree that this Original Credit Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules without giving effect to the Existing ARCA shall continue amendment and restatement provided for herein (including all representations, warranties, covenants and other agreements contained in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Original Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans).
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Amendment and Restatement. The Borrower, the Banks and the Administrative Agent agree that, upon (ai) It is the intention execution and delivery of this Agreement by each of the parties hereto that and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing ARCACredit Agreement shall be and hereby are amended, which superseded and restated in their entirety by the terms and provisions of this Agreement and each Departing Bank shall cease to be a party to the Existing Credit Agreement as evidenced by its execution and delivery of its Departing Bank Signature Page. This Agreement is an amendment not intended to and restatement shall not constitute a novation, payment and reborrowing or termination of the Original Credit Agreement, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations Obligations under the Original Existing Credit Agreement and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “Loans” made and “Obligations” incurred under (and defined in) the Existing ARCA Credit Agreement which are outstanding on the Effective Date shall constitute Loans and that all Indebtedness Obligations, respectively, under (and Obligations of the Credit Parties hereunder and thereunder shall be secured governed by the Collateral Documents and that terms of) this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwiseDocuments. The parties hereto further acknowledge and agree commitment of each Bank that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules is a party to the Existing ARCA Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall continue in full force and effect and thatbe those hereunder. Without limiting the foregoing, from and after upon the Second ARCA Effective Date, effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” contained therein and the “Credit Documents” shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
Credit Documents, (b) Each Lender that executes and delivers all obligations constituting “Obligations” under the Amendment and Restatement Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the date hereof shall continue as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, Obligations under this Agreement and the Amendment other Credit Documents, and Restatement (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 convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans a Bank hereunder reflect such Bank’s Commitments on the date hereof, 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 Departing Bank in a principal amount (if any) connection with the sale and assignment of any Eurodollar Loan on the terms and in the manner set forth in the signature page of such Lender to the Amendment and Restatement Agreement Section 2.11 hereof and (Bd) its Revolving Loans into 2015 Revolving Loans 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 principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyBank hereunder.
Appears in 1 contract
Amendment and Restatement. This Agreement amends and restates in its entirety the Original A&R LSA effective as of the date hereof. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the "Secured Obligations" (a) It as defined in the Original A&R LSA). Instead, it is the express intention of each of the parties hereto that to reaffirm the Existing ARCAindebtedness, which is an amendment obligations and restatement of the Original Credit Agreement, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations liabilities created under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be A&R LSA which is secured by the Collateral Documents and that this Agreement does not constitute a novation pursuant to the terms of the applicable Loan Documents. Borrower ratifies, affirms and confirms that the liens and security interests granted pursuant to the applicable Loan Documents, including without limitation the Pledge Agreements, secure the applicable indebtedness, liabilities and obligations of Borrower to Agent and liabilities existing the Lenders under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit ExtensionsA&R LSA, as applicable, under amended and restated by this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each the Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA Documents shall continue in full force and effect in accordance with their terms unless otherwise amended by the parties thereto, and that, from and after that the Second ARCA Effective Date, all references term "Secured Obligations" as used in the Loan Documents (or any other term used therein to describe or refer to the “Credit indebtedness, liabilities and obligations of Borrower to Agent and the Lenders) includes, without limitation, the indebtedness, liabilities and obligations of Borrower under this Agreement” contained therein , and under the Original A&R LSA, as amended and restated hereby, as the same further may be amended, modified, supplemented and/or restated from time to time and Borrower assumes all such Secured Obligations. Pursuant to the definition of Borrower in this Agreement, the security interests granted pursuant to Section 3.1 and by the Pledge Agreements are granted by the Company and each other Person constituting the Borrower in the Company’s and each such Person’s respective right, title and interest in and to any and all presently existing and hereafter created or acquired Collateral. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Each reference to the "Loan and Security Agreement" in any Loan Document shall mean and be a reference to this Agreement (as further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Loan Documents to particular section numbers in the Original A&R LSA shall be deemed to refer to this Agreement and all be cross-references to the Tranche B Term Loans shall be deemed to refer to the Term Loanscorresponding sections, as applicable, of this Agreement.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: Loan and Security Agreement (X4 Pharmaceuticals, Inc)
Amendment and Restatement. (a) It This Agreement is the intention of each of the parties hereto that the Existing ARCA, which is and shall for all purposes be deemed to be an amendment and restatement of the provisions of 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 . This Agreement shall supersede the Original Credit Agreement and insofar as it constitutes the Existing ARCA and that all Indebtedness and Obligations entire agreement between the parties concerning the subject matter of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement Agreement, but does not constitute a novation of the obligations Original Credit Agreement. All Loans pursuant to the Original Credit Agreement shall be deemed to be Loans under this Agreement, and liabilities existing all Obligations (as defined in the Original Credit Agreement) shall be deemed to be Obligations under this Agreement. Without in any way limiting the terms of the Original Credit Agreement or the Existing ARCA provided other Loan Documents, the Borrowers and Guarantors confirm that all Loansthe existing Collateral Documents (other than the Guarantee of Suzorite Mica Products Inc. dated May 21, Letters 1999 in respect of Credit or other Credit Extensions outstanding under the Original Credit Agreement obligations of the US Borrower which has been terminated and the Existing ARCA shall continue as LoansGuarantee of Suzorite Mica Products Inc. dated May 21, Letters 1999 in respect of Credit or other Credit Extensions, as applicable, the obligations of the Company secures only the Obligations of the Company under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (iAgreement) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effectivesecure all of the Obligations, unless including but not limited to those arising as a result of this Agreement. In particular, but without limitation, the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment (a) in guarantees they have delivered in favour of the Existing ARCA made under and in accordance with Agents for the terms of Section 10.5 benefit of the Existing ARCA. In additionBanks, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all any references to the “Credit Agreement” contained therein shall be deemed to refer interpreted as referring to this Agreement as further amended, modified, supplemented, restated and all references replaced from time to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
time and (b) Each Lender that executes such guarantees remain in full force and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant toeffect, and subject to are ratified and confirmed (other than the terms and conditions ofGuarantee of Suzorite Mica Products Inc. dated May 21, this Agreement 1999 in respect of the obligations of the US Borrower which has been terminated and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans Guarantee of Suzorite Mica Products Inc. dated May 21, 1999 in a principal amount (if any) set forth in respect of the signature page obligations of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and secures only the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyObligations of the Company under this Agreement).
Appears in 1 contract
Sources: Credit Agreement (Zemex Corp)
Amendment and Restatement. (a) It is the intention of each of the parties hereto that the Existing ARCA, which This Credit Agreement is an amendment and restatement of the Original Credit Agreement, be amended it being acknowledged and restated so agreed that as to preserve of the perfection and priority of Closing Date all security interests securing indebtedness and obligations outstanding under or in connection with the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations any of the other Loan Documents (such obligations, collectively, the “Existing Obligations”) constitute obligations under this Credit Parties hereunder Agreement. This Credit Agreement amends and thereunder restates and supersedes the Original Credit Agreement in its entirety. The rights and obligations of the parties evidenced by the Original Credit Agreement shall be secured evidenced by this Credit Agreement and the Collateral Documents other Loan Documents. This Credit Agreement represents a modification, and that continuation, of the Original Credit Agreement, and this Credit Agreement does not is in no way intended to constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all LoansObligations. With respect to (i) any date or time period occurring and ending prior to the Closing Date, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA other Loan Documents shall continue as Loans, Letters govern the respective rights and obligations of Credit any party or other Credit Extensions, as applicable, under this Agreement (and, parties hereto also party thereto and shall for such purposes remain in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans full force and effect; and (ii) Revolving Loans that any date or time period occurring or ending on or after the Closing Date, the rights and obligations of the parties hereto shall have been converted be governed by this Credit Agreement (including, without limitation, the exhibits and schedules hereto) and the other Loan Documents. From and after the Closing Date, any reference to 2015 Revolving Loans, the Original Credit Agreement in each case any of the other Loan Documents executed or issued by and/or delivered DB1/ 123795142.13 to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Credit Agreement, and the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Credit Agreement shall prevail in accordance with the Amendment event of any conflict or inconsistency between such provisions and Restatement those of the Original Credit Agreement, . Each Loan Party (a) acknowledges and agrees that each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue remain in full force and effect and thateffect, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender ratifies, reaffirms and confirms all of its Secured Obligations under the Loan Documents and (c) ratifies, reaffirms and confirms that executes the Secured Obligations are and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed remain secured pursuant to, and subject to the terms Loan Documents and conditions of, this Agreement pursuant to all other instruments and documents executed and delivered by such Loan Party as security for the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.Secured Obligations. DB1/ 123795142.13
Appears in 1 contract
Amendment and Restatement. (a) It is On the intention of each of the parties hereto that the Existing ARCAAmendment No. 1 Effective Date, which is an amendment and restatement of the Original Credit Agreement, Agreement shall be amended and restated so as to preserve in its entirety by this Agreement. From and after the perfection and priority of all security interests securing indebtedness and obligations under Amendment No. 1 Effective Date, the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and shall be governed by the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness terms of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that (A) this Agreement constitutes an amendment and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the Existing ARCA made “Obligations” (as defined in the Original Credit Agreement) under the Original Credit Agreement as in effect prior to the Amendment No. 1 Effective Date and which remain outstanding, (B) the “Obligations” are in accordance with all respects continuing (as amended and restated hereby and which are hereinafter subject to the terms herein) and (C) the Liens and security interests as granted under the applicable Loan Documents securing payment of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits such “Obligations” are in all respects continuing and Schedules to the Existing ARCA shall continue in full force and effect and thatare reaffirmed hereby. Each Loan Party ratifies its authorization for the Collateral Agent to file in any relevant jurisdictions any such financing statement or other instrument relating to all or any part of the Collateral if filed prior to the date hereof. Notwithstanding anything to the contrary, from as of the Amendment No. 1 Effective Date all specified baskets in this Agreement shall be deemed to be unutilized.
(b) On and after the Second ARCA Amendment No. 1 Effective Date, (i) all references to the “Credit Agreement”, “therein”, “thereof”, “thereunder” contained therein or words of similar import when referring to the Original Credit Agreement in the Loan Documents delivered pursuant to the Original Credit Agreement shall mean and shall be deemed to refer to this Agreement and without further amendment of such Loan Documents, (ii) all references to any section (or subsection) of the Tranche B Term Loans Original 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, on or after the Amendment No. 1 Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to refer to the Term LoansOriginal Credit Agreement as amended and restated hereby.
(bc) Each Lender that executes This amendment and delivers the Amendment restatement is limited as written and Restatement Agreement is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as an Extending Lender (as defined expressly provided herein or in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant toany other Loan Document, and subject to the all terms and conditions of, this Agreement of the Loan Documents remain in full force and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyeffect unless otherwise specifically amended hereby or by any other Loan Document.
Appears in 1 contract
Amendment and Restatement. The parties to this Agreement agree that, upon (ai) It is the intention of execution and delivery by each of the parties hereto that the Existing ARCA, which is an amendment and restatement of 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving satisfaction of the conditions set forth in Article 4, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All Loans that made and Liabilities incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall have been converted continue as Loans and Liabilities under (and, as of the Closing Date, shall be governed by the terms of) this Agreement and the agreements, documents and instruments delivered together herewith. Without limiting the foregoing, upon the effectiveness hereof: (a) all references to 2015 Revolving Loansthe “Agent”, the “Agreement” and the agreements, documents and instruments delivered together therewith (each as defined in or contemplated by the Existing Credit Agreement) shall be deemed to refer to the Agent, this Agreement and the agreements, documents and instruments delivered together herewith, (b) the Letters which remain outstanding on the Closing Date shall continue as Letters under (and, as of the Closing Date, shall be 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) the “Commitments” (as defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Commitments hereunder, in each case pursuant to the provisions hereofallocations 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 reflect such Lender’s Pro Rata Percentage of the applicable outstanding aggregate of such Loans and Letters on the Closing Date, (f) the “Loans” of 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 and (g) each Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the same Interest Periods as were applicable to such Eurocurrency sale and assignment of any LIBOR Rate Loans immediately prior to (including the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of “LIBOR Rate Loans” under the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement ) and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreementreallocation described above, in each case on the Second ARCA Effective Date, terms and in the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelymanner set forth in this Agreement.
Appears in 1 contract
Sources: Loan Agreement (Andersons Inc)
Amendment and Restatement. (a) It is the intention of each of the parties hereto that the Existing ARCAThe terms, which is an amendment conditions, agreements, covenants, representations and restatement of 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) warranties set forth in the signature page of such Lender to Existing Credit Agreement are simultaneously hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded by the Amendment terms, conditions agreements, covenants, representations and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) warranties set forth in this Agreement, and as of the signature page date upon which the conditions of such Lender Section 3.1 have been satisfied, neither the Borrowers, Guarantors nor the Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreement, except that, nothing herein or in the other Loan Documents shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers or Guarantors evidenced by or arising under the Existing Credit Agreement or impair or adversely affect the continuation of the security interests, liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Agent pursuant to the Amendment Existing Credit Agreement or any other Loan Documents. All Existing Obligations and Restatement all other loans, advances and other financial accommodations under the Existing Credit Agreement of Borrowers or Guarantors to Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement or otherwise (including, without limitation, all Existing Obligations now or hereafter arising in connection with the Existing Letters of Credit) shall be deemed Obligations of Borrowers and Guarantors under this Agreement which are secured by Liens in the Collateral pursuant to the terms of this Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Amendment and Restatement. The Borrower, the Lenders and the Administrative Agent agree that, upon (ai) It is the intention execution and delivery of this Agreement by each of the parties hereto that and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 4.1 and 4.2, the terms and provisions of the Existing ARCACredit Agreement shall be and hereby are amended, which superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is an amendment not intended to and restatement shall not constitute a novation, payment and reborrowing or termination of the Original Credit Agreement, be amended “Borrower Obligations” under and restated so as to preserve defined in the perfection and priority of all security interests securing indebtedness and obligations under the Original Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing ARCA Credit Agreement) as in effect prior to the date hereof or the Indebtedness created thereunder. The commitment of each Lender that is a party to the Existing Credit Agreement shall, on the date hereof, automatically be deemed amended and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder only commitments shall be secured by those hereunder. Without limiting the Collateral Documents foregoing, upon the effectiveness hereof: (a) all loans and that this Agreement does not constitute a novation letters of the obligations and liabilities existing credit incurred under the Original Existing Credit Agreement or which are outstanding on the Existing ARCA provided that all Loans, date hereof shall continue as Loans and Letters of Credit or other Credit Extensions outstanding under (and shall be governed by the Original Credit terms of) this Agreement and the Existing ARCA shall continue as Loansother Loan Documents, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, b) all references in the case of Eurocurrency Loans “Loan Documents” (including any Eurocurrency Loans that are (ias defined in the Existing Credit Agreement) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof)“Administrative Agent”, with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans “Loan Documents” shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions ofAdministrative Agent, this Agreement and the Amendment Loan Documents, respectively, (c) all obligations constituting “Borrower Obligations” under the Existing Credit Agreement with any Lender or any affiliate of any Lender which are outstanding on the date hereof shall continue as Obligations under this Agreement and Restatement the other Loan Documents, (d) any “Revolving Note” under the Existing Credit Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount shall be deemed for all purposes superseded and replaced by the Note (if any) set forth in the signature page of issued to such Lender to the Amendment and Restatement under this Agreement and (Be) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each ▇▇▇▇▇▇’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 a Lender hereunder reflect such ▇▇▇▇▇▇’s pro rata share on the date 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 Revolving Loans into 2015 Revolving Loans sole discretion, in a principal amount (if any) set forth in connection with the signature page amendment and restatement of the Existing Credit Agreement so long as such Lender amendments, restatements or other modifications do not contain any material modifications adverse to the Amendment and Restatement Lenders (and, for the avoidance of doubt, such 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, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively).
Appears in 1 contract
Sources: Credit Agreement (Otter Tail Corp)
Amendment and Restatement. Upon satisfaction with each of -------------------------- the conditions set forth in Section 4.1 (aexcept any condition the performance of which has been waived as a condition to the initial Loan or initial issuance of a Letter of Credit pursuant to this Agreement), this Agreement shall be deemed to amend and restate in their entirety the Existing Agreements, at which time (the "Effective Time") It is each Lender and each Restricted Person hereby agrees that (i) the intention Percentage Share of each of Lender shall be as set forth in the parties hereto that the Existing ARCA, which is an amendment and restatement of the Original Credit definition to this Agreement, be amended and restated so as to preserve (ii) the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions loans outstanding under the Original Existing Agreements and all accrued and unpaid interest thereon (but not any letters of credit issued and outstanding under the Existing Agreements and reimbursement obligations with respect thereto, which are to be deemed to be outstanding under and governed by the Marketing Credit Agreement as provided therein), and all accrued and unpaid fees and expenses under the Existing ARCA Agreement (the "Outstanding Obligations") shall continue be deemed to be outstanding under and governed by this Agreement, and (iii) any party named as Loans, Letters of Credit or other Credit Extensions, a "Lender" under the Existing Agreement that is not a signatory hereto as applicable, a Lender under this Agreement (andan "Exiting Lender") shall cease to be a Lender and shall be released from its obligations under the Existing Agreement and this Agreement. At the Effective Time, the Borrower shall make such adjustments in the case Loans, including the borrowing of Eurocurrency additional Loans and the repayment of Loans under the Existing Agreements plus all applicable accrued interest, fees and expenses (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment costs under Article III of the Existing ARCA made under Agreements) as shall be necessary to repay in full all Exiting Lenders and to provide for Loans by each Lender in accordance with the terms amount of Section 10.5 its new Percentage Share of all Loans as of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term LoansTime.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Amendment and Restatement. (a) It is The parties hereto acknowledge and agree that (i) this Agreement and the intention of each Other Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or repayment and reborrowing of the parties hereto that Advances (as defined in the Existing ARCA, A&R Credit Agreement) and the other Obligations (as defined in the A&R Credit Agreement) under the A&R Credit Agreement or the Other Documents (as defined in the A&R Credit Agreement) as in effect prior to the Closing Date and which is an amendment and restatement remain outstanding as of the Original Closing Date, (ii) the Obligations (as defined in the A&R 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 A&R Credit Agreement and the Existing ARCA Other Documents (as defined in the A&R Credit Agreement) are in all respects continuing (as amended and that restated and converted hereby and which are in all Indebtedness respects hereafter subject to the terms herein) and Obligations of (iii) the Credit Parties hereunder Liens and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing security interests as granted under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original A&R Credit Agreement and the Existing ARCA shall continue Other Documents (as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, defined in the case A&R Credit Agreement) securing payment of Eurocurrency Loans such Obligations (including any Eurocurrency Loans that as defined in the A&R Credit Agreement) are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans in all respects continuing and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and thatreaffirmed hereby (in each case, from as amended and restated hereby and in all respects hereafter subject to the terms herein).
(b) The parties hereto acknowledge and agree that on and after the Second ARCA Effective Closing Date, (i) all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term LoansA&R Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the A&R Credit Agreement shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the A&R Credit Agreement, as amended and restated hereby.
(bc) Each Lender The parties hereto acknowledge and agree that executes this amendment and delivers restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any Other Document, all terms and conditions of the Amendment A&R Credit Agreement and Restatement Agreement as an Extending Lender the Other Documents (as defined in the Amendment and Restatement A&R Credit Agreement) will be deemed to have agreed to have committed pursuant to, remain in full force and subject to effect unless otherwise specifically amended hereby or by any Other Documents. Each of the terms and conditions of, parties has signed this Agreement as of the day and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.year first above written. BORROWERS:
Appears in 1 contract
Sources: Revolving Credit, Term Loan, Guaranty and Security Agreement (Dril-Quip Inc)
Amendment and Restatement. (a) It is the intention of each of the parties hereto that the Existing ARCA, which This Agreement is an amendment and restatement of the Original Existing Credit Agreement, be amended it being acknowledged and restated so agreed that as to preserve of the perfection and priority of Closing Date, all security interests securing indebtedness and obligations outstanding under or in connection with the Original Existing Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations any of the Credit Parties hereunder and thereunder shall be secured by other Loan Documents (such obligations, collectively, the Collateral Documents and that “Existing Obligations”) constitute obligations under this Agreement. This Agreement does not is in no way intended to constitute a novation of the obligations and liabilities existing under the Original Existing Credit Agreement or the Existing ARCA provided that all LoansObligations. With respect to (i) any date or time period occurring and ending prior to the Closing Date, Letters of Credit or other Credit Extensions outstanding under the Original Existing Credit Agreement and the Existing ARCA other Loan Documents shall continue as Loansgovern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in full force and effect, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that any date or time period occurring or ending on or after the Closing Date, the rights and obligations of the parties hereto shall have been converted be governed by this Agreement (including, without limitation, the exhibits and schedules hereto) and the other Loan Documents. From and after the Closing Date, any reference to 2015 Revolving Loans, the Existing Credit Agreement in each case any of the other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement shall prevail in accordance with the Amendment event of any conflict or inconsistency between such provisions and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment those of the Existing ARCA made under Credit Agreement.
(b) Without limiting the generality of this Section 10.20, the parties hereto agree that (i) all Existing Obligations outstanding as at the Closing Date shall, as of the Closing Date, be deemed to be obligations outstanding hereunder and in accordance with subject to the terms of Section 10.5 of the Existing ARCA. In additionthis Agreement, unless specifically amended hereby, and (ii) each of the Credit Documents, the Exhibits and Schedules to other Loan Documents (other than the Existing ARCA Credit Agreement) is hereby ratified and confirmed in all respects and shall continue in full force and effect and thateffect, from and after the Second ARCA Effective Dateunamended (except as otherwise expressly set forth therein), all except that (A) any references therein to the “Existing Credit Agreement” contained therein Agreement shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) any security granted or guarantee given pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents shall continue to secure or guarantee, as applicable, the obligations of the Loan Parties arising pursuant to or in connection with this Agreement (including all such obligations arising initially pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents).
(c) Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Revolving Loans into 2015 Revolving Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement (including in connection with the amendment and restatement of the Existing Credit Agreement), pursuant to a principal amount cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.
(if anyd) Notwithstanding the foregoing, the parties hereto agree that effective as of the Closing Date, Amendment No. 2 is hereby terminated and no further force and effect, and all amendments made to the Existing Credit Agreement and the other Loan Documents pursuant to Amendment No. 2 (except for the amendments set forth in Section 2(a) thereof) shall be rescinded as of the signature page Closing Date and of such Lender to no further force and effect as of the Amendment and Restatement AgreementClosing Date.
(e) Notwithstanding the foregoing, in each case on the Second ARCA Effective parties hereto agree that effective as of the Closing Date, (i) the Security Agreement is hereby amended by deleting the reference to “$50,000” in Section 6(b) thereof and replacing it with “$250,000”, and (b) the Company Canadian Security Agreement is hereby amended by deleting the reference to “$50,000” in Section 6(b) thereof and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyreplacing it with “$250,000”.
Appears in 1 contract
Sources: Credit Agreement (GSR II Meteora Acquisition Corp.)
Amendment and Restatement. (a) It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment This Agreement amends and restatement of restates in its entirety 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 ABL Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge terms and agree that this Agreement constitutes an amendment provisions of the Existing ARCA made under and in accordance with the terms of Original ABL Credit Agreement shall, subject to this Section 10.5 of the Existing ARCA9.29, be superseded hereby. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all All references to the “Credit Agreement” contained therein in the Loan Documents delivered in connection with the Original ABL Credit Agreement or this Agreement shall, and shall be deemed to to, refer to this Agreement. Notwithstanding the amendment and restatement of the Original ABL Credit Agreement by this Agreement, the Obligations of the Borrowers and the other Loan Parties outstanding under the Original ABL Credit Agreement and the other Loan Documents as of the Closing Date shall remain outstanding without novation and shall constitute continuing Obligations and shall continue as such to be secured by the Collateral. Such Obligations shall in all references to the Tranche B Term Loans shall respects be deemed to refer to the Term Loans.
(b) Each Lender that executes continuing and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement other Loan Documents shall not be deemed to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans evidence or result in a principal amount substitution, novation or repayment and reborrowing of such Obligations which shall remain in full force and effect, except to any extent modified hereunder. The Liens securing payment of the Obligations under the Original ABL Credit Agreement, as amended and restated in the form of this Agreement, shall in all respects be continuing, securing the payment of all Obligations. #94513555v35 #94513555v35 #94588921v8 This Assignment and Assumption (if anythe “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”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]1 hereunder are several and not joint.]2 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I 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 signature page of such Lender Assignor hereby irrevocably sells and assigns to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective DateAssignee, and the Company Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Borrowers will Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be liable for such Tranche C-2 Term Loans assigned under applicable Requirements of Law, all claims, suits, causes of action and 2015 Revolving Loans respectivelyany other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold 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”). In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the Credit Agreement with respect to facts and circumstances occurring on or prior to the Effective Date and subject to its obligations hereunder and under Section 9.13 of the Credit Agreement. Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(iv) of the Credit Agreement, (ii) without recourse to the Assignor and (iii) except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.
1 Select as applicable 2 Include bracketed language if there are either multiple Assignors or multiple Assignees.
1. Assignor: [●]
2. Assignee: [●] [and is an Affiliate/Approved Fund of [identify Lender]3]
3. Borrower: HAYWARD INDUSTRIES, INC., a New Jersey corporation 4. Administrative Agent: Bank of America, N.A., as administrative agent under the Credit Agreement
Appears in 1 contract
Amendment and Restatement. (a) It is The parties hereto acknowledge and agree that, except as otherwise set forth herein, (i) this Agreement and the intention of each Other Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or repayment and reborrowing of the parties hereto that Advances and the other Obligations under the Existing ARCA, which is an amendment and restatement of Credit Agreement or the Original Other Documents (as defined in the Existing Credit Agreement) as in effect prior to the Restatement Date, be amended and restated so (ii) the Obligations (as to preserve defined in the perfection and priority of all security interests securing indebtedness and obligations Existing Credit Agreement) under the Original Existing Credit Agreement and the Other Documents (as defined in the Existing ARCA Credit Agreement) are in all respects continuing (as amended and that restated hereby and which are in all Indebtedness respects hereinafter subject to the terms herein) and Obligations of (iii) the Credit Parties hereunder Liens and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing security interests as granted under the Original Existing Credit Agreement, the Guarantor Security Agreement or (as defined in the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement Agreement) and the Existing ARCA shall continue applicable Other Documents (as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, defined in the case Existing Credit Agreement) securing payment of Eurocurrency Loans such Obligations (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, as defined in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under Credit Agreement) are in all respects continuing and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from are reaffirmed hereby.
(b) The parties hereto acknowledge and agree that on and after the Second ARCA Effective Restatement Date, all references to the “Credit Agreement” contained therein in any Other Document (as defined in the Existing Credit Agreement) shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term LoansAgreement.
(bc) Each Lender Upon the execution and delivery of this Agreement (x) except for any provisions thereof that executes expressly survive termination (which shall remain in effect), that certain Guarantor Security Agreement dated as of the Closing Date by and delivers the Amendment between Holdings and Restatement Agent shall be automatically and without any further action terminated, (y) DTS shall be joined to this Agreement as an Extending Lender (as defined in a “Borrower” and “Credit Party” hereunder and under the Amendment Other Documents with all obligations of a “Borrower” and Restatement Agreement) will be deemed to have agreed to have committed pursuant to“Credit Party” hereunder and thereunder, and subject (z) Parent and Holdings shall be joined to this Agreement, each as a “Guarantor” and “Credit Party” hereunder and under the Other Documents with all obligations of a “Guarantor” and “Credit Party” hereunder and thereunder.
(d) The parties hereto acknowledge and agree that this amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any Other Document, all terms and conditions of, of this Agreement and the Amendment Other Documents remain in full force and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyeffect unless otherwise specifically amended hereby or by any Other Documents.
Appears in 1 contract
Sources: Revolving Credit, Security and Guaranty Agreement (ROC Energy Acquisition Corp.)
Amendment and Restatement. (a) It is The Pledgors and the intention of each Administrative Agent on behalf of the parties hereto Secured Parties hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing ARCAPledge Agreement which in any manner govern or evidence the obligations arising hereunder, which is an the rights and interests of the Secured Parties and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Pledge Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.
(b) Notwithstanding this amendment and restatement of the Original Credit Existing Pledge Agreement, be amended and restated so including anything in this Section 7.10, except as to preserve set forth in Section 7.10(c) below, (i) all of the perfection and priority of all security interests securing indebtedness indebtedness, liabilities and obligations owing by the Pledgors under the Original Credit Existing Pledge Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties shall continue as obligations hereunder and thereunder and shall be and remain secured by this Agreement, (ii) the Collateral Documents Existing Pledge Interest shall continue as a security interest hereunder, and that (iii) this Agreement does is given as a substitution of, and not as a payment of the indebtedness, liabilities and obligations of the Pledgors under the Existing Pledge Agreement and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the obligations and liabilities existing under the Original Credit Existing Pledge Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Security Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loanscreated thereunder.
(bc) Each Lender that executes Effective as of the Closing Date, the Administrative Agent, on behalf of the Secured Parties, hereby terminates, releases and delivers discharges the Amendment and Restatement Agreement as an Extending Lender (as defined Existing Security Interests in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyExcluded Subsidiary Collateral.
Appears in 1 contract
Sources: Credit Agreement (Integra Lifesciences Holdings Corp)
Amendment and Restatement. The US Borrower, the Dutch Borrower, the Lenders and the Administrative Agent agree that upon (ai) It is the intention execution and delivery of this Agreement by each of the parties hereto that and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.01, the terms and conditions of the Existing ARCACredit Agreement shall be and hereby are amended, which is an amendment and restatement of the Original Credit Agreementsuperseded, 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured in their entirety by the Collateral Documents terms and that provisions of this Agreement. This Agreement does is not intended to and shall not constitute a novation of the obligations and liabilities existing under the Original Existing Credit Agreement or the indebtedness created thereunder. In furtherance of the foregoing, upon the Effective Date, the “Commitment” (as defined in the Existing ARCA provided that Credit Agreement) of each “Lender” (as defined in the Existing Credit Agreement) shall be terminated and immediately replaced with the “Commitments” (as defined in this Agreement) as more specifically set forth on Schedule 2.01 attached hereto and all “Loans” made under and as defined in the Existing Credit Agreement which are outstanding on the Effective Date, Letters of Credit or other Credit Extensions outstanding if any, shall continue as Loans under (and shall be governed by the Original Credit terms of) this Agreement and the Existing ARCA shall continue as Loansother Loan Documents. Without limiting the foregoing, Letters of Credit or other Credit Extensions, as applicable, under this Agreement upon the effectiveness hereof: (and, a) all references in the case of Eurocurrency Loans “Loan Documents” (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, as defined in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references Agreement) to the “Credit Administrative Agent”, the “Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans “Loan Documents” shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions ofAdministrative Agent, this Agreement and the Amendment Loan Documents, (b) all “Letters of Credit” issued (or deemed issued) under and Restatement as defined in the Existing Credit Agreement which remain outstanding on the Effective Date, if any, shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) notwithstanding any provisions to the contrary in the Existing Credit Agreement, the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s Pro Rata Share of the “Revolving Credit Exposure” under the Existing Credit Agreement and participations therein as are necessary in order that the Revolving Credit Exposure with respect to such Lender hereunder reflects such Lender’s Pro Rata Share of the Revolving Credit Exposure on the Effective Date, (d) the Existing Revolving Loans (as defined in Section 2.01(a)) of each Departing Lender shall be repaid in full in cash in immediately available funds (accompanied by any accrued and unpaid interest and fees thereon and any other amounts or liabilities owing to each Departing Lender under the Existing Credit Agreement), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and be of no further force and effect, each Departing Lender shall not be a Lender for any purpose hereunder (provided that each Departing Lender shall retain its respective rights as a “Lender” under the Existing Credit Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans expense reimbursement and indemnification pursuant to, and in a principal amount (if any) set forth in accordance with, the signature page terms of the Existing Credit Agreement), and such Departing Lender to shall be released from any obligation or liability under the Amendment and Restatement Existing Credit Agreement and (Be) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in to the signature page of extent any “Loans” are outstanding under the Existing Credit Agreement on the Effective Date, the Borrowers hereby agree to compensate each Lender and each Departing Lender, unless waived by such Lender to in its sole discretion, for any and all losses, costs and expenses incurred by such Lender in connection with the Amendment and Restatement reallocation, sale or assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement), in each case on the Second ARCA Effective Dateterms and in the manner set forth in Section 2.16 hereof. Without limiting the forgoing, the parties hereto (including, without limitation, each Departing Lender) hereby agree that the consent of any Departing Lender shall be limited to the acknowledgements and agreements set forth in this Section 9.15 and shall not be required as a condition to the Company and effectiveness of any other amendments, restatements, supplements or modifications to the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyExisting Credit Agreement or the Loan Documents.
Appears in 1 contract
Amendment and Restatement. (a) It is On the intention Restatement Effective Date, the Original Credit Agreement shall be amended and restated in its entirety in the form of each of this Agreement and (i) all references to the parties hereto that Original Credit Agreement in any Credit Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing ARCAOriginal Credit Agreement as amended and restated hereby, which is an amendment and restatement (ii) all references to any section (or subsection) of the Original Credit Agreement in 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 reimbursement of fees) shall be deemed to be reference to the Original Credit Agreement as amended and restated so hereby. The Borrower, the Administrative Agent, the Lenders and the Letter of Credit Issuers acknowledge and agree that (i) all Letters of Credit issued under and as to preserve the perfection and priority of all security interests securing indebtedness and obligations under defined in the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations outstanding as of the Restatement Effective Date (if any) shall continue as Letters of Credit Parties hereunder under this Agreement, (ii) all Secured Hedge Obligations under and thereunder as defined in the Original Credit Agreement that remain outstanding as of the Restatement Effective Date shall be secured by the Collateral Documents and that continue as Secured Hedge Obligations for purposes of this Agreement and (iii) 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. This Agreement is not intended to constitute, and does not constitute constitute, a novation of the obligations and liabilities existing 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 Existing ARCA provided that 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 “Obligations” under and as defined therein (whether or not such “Obligations” are contingent as of the Restatement Effective Date), (ii) all Loans, Letters of Credit or other Credit Extensions outstanding “Obligations” under the Original Credit Agreement and as of the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement be Obligations as defined herein (whether or not such “Obligations” are contingent as of the Restatement Effective Date) and (iii) all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender “Liens” (as defined in the Amendment and Restatement Original Credit Agreement) will be deemed granted under the Credit Documents shall continue to have agreed to have committed pursuant to, and subject to secure the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyObligations as defined herein.
Appears in 1 contract
Sources: Credit Agreement (OneStream, Inc.)
Amendment and Restatement. (aSubject to Section 2.1(a)(i) It is the intention of and Section 2.3(a)(i)(A), each of the parties hereto that the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, be amended and restated so agrees as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that follows:
(a) this Agreement does shall not constitute a novation of the obligations and liabilities existing of the parties under the Original Existing Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions Documents as in effect prior to the Closing Date and that remain outstanding under as of the Original Closing Date;
(b) this Agreement (including all Exhibits and Schedules) shall amend, restate and replace in its entirety the Existing Credit Agreement (including all exhibits and schedules attached thereto) on the Closing Date and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (andincluding all exhibits and schedules attached thereto) shall thereafter be of no further force and effect, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are except to evidence (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that the incurrence by the Borrowers of the “Obligations” (under and as defined in the Existing Credit Agreement), whether or not such “Obligations” are Tranche C-2 Term Loans contingent as of the Closing Date and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with representations and warranties made by the same Interest Periods as were applicable to such Eurocurrency Loans immediately Credit Parties prior to the Second ARCA Effective Date). Upon the effectiveness of Closing Date (which representations and warranties shall not be superseded or rendered ineffective by this Agreement in accordance with as they pertain to the Amendment and Restatement Agreement, each Loan Document that was in effect immediately period prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, Closing Date);
(c) from and after the Second ARCA Effective Closing Date, all references to the “Credit Agreement” contained therein in the Credit Documents shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans any Article or Section (or subsection) of this Agreement in any other Credit Document shall be deemed amended to refer become references to the Term Loans.corresponding provisions of this Agreement;
(bd) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender all Obligations (as defined such Obligations may be amended, restated, supplemented or otherwise modified by this Agreement on the Closing Date) shall continue to be valid, enforceable and in full force and effect and not be impaired, in any respect, by the Amendment effectiveness of this Agreement; and
(e) this amendment and Restatement Agreement) will restatement shall be deemed limited as written and not be a consent to have agreed to have committed pursuant toany other amendment, and subject to the restatement, supplement, waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Credit Document, all terms and conditions of, this Agreement of the Credit Documents remain in full force and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.effect unless otherwise specifically amended hereby. [Signature pages follow]
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Pattern Energy Group Inc.)
Amendment and Restatement. (a) It The Agreement and the Amended Credit Agreement amends and restates the Original First Lien Credit Agreement in its entirety, with the parties hereby agreeing that (i) there is no novation of the intention of each Original First Lien Credit Agreement and (ii) from and after the Restatement Effective Date, the rights and obligations of the parties under the Original First Lien Credit Agreement shall be subsumed and governed by the Amended Credit Agreement.
(b) Each Loan Party that is party hereto hereby acknowledges that it has reviewed the Existing ARCA, which is an terms and provisions of this Agreement and the Amended Documents and consents to the amendment and restatement of the Original Credit AgreementAmended documents effected pursuant to this Amendment. Notwithstanding anything to the contrary herein, be each Loan Party that is party hereto acknowledges and agrees that (i) to the extent not 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreementconnection herewith, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA which it is a party or otherwise bound shall continue in full force and effect in accordance with its terms, (ii) all of its obligations under such Loan Documents shall be valid and thatenforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment, (iii) the Obligations (as defined in the Original First Lien Credit Agreement) of the Borrowers and the other Loan Parties under the Original First Lien Credit Agreement and the other Loan Documents (in each case, as further amended from time to time) that remain unpaid and outstanding as of the Closing Date shall continue to exist under and be evidenced by the Amended Credit Agreement and the other Loan Documents, (iv) all Letters of Credit existing immediately prior to the Restatement Effective Date shall continue as “Existing Letters of Credit” under the Amended Credit Agreement, (v) the Collateral and the Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Secured Obligations (as defined in the Original First Lien Credit Agreement) and the Secured Obligations of the Borrowers and the other Loan Parties under the Amended and Restated Credit Agreement and the other Loan Documents, in each case, as amended hereby and (vi) (A) any Person entitled to the benefits of Sections 2.15, 2.16, 9.03, 9.04 and 9.06 and Article 8 (in the case of ▇▇▇▇▇▇▇ Sachs Bank USA as the Administrative Agent under the Original First Lien Credit Agreement) of the Original First Lien Credit Agreement shall continue to be entitled to the benefits of the corresponding provisions of the Amended and Restated Credit Agreement and (B) any Person bound by Section 9.13 of the Original First Lien Credit Agreement shall continue to be bound by the corresponding provisions of the Amended and Restated Credit Agreement. It is understood and agreed that (1) Cotiviti International Holdings, Inc. has been released from its obligations as a Loan Party under the Original Credit Agreement, (2) Cotiviti, LLC Domestic Holdings, Inc. will be a “Borrower “and not a “Guarantor” under the Amended Credit Agreement and the Amended Loan Documents and (3) Cotiviti, LLC will be a “Guarantor” and not a “Borrower” under the Amended Credit Agreement and the Amended Loan Documents.
(c) On and after the Second ARCA Effective Closing Date, all references each reference to the “Credit Agreement” contained therein in any other Loan Document shall mean and be deemed to refer to this Agreement and all references a reference to the Tranche B Term Loans shall be deemed to refer to the Term LoansAmended Credit Agreement.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Sources: First Lien Credit Agreement (Cotiviti Holdings, Inc.)
Amendment and Restatement. (a) It is the intention of each of the parties hereto that the Existing ARCA, which This Credit Agreement is an amendment and restatement of the Original Credit Agreement, be amended it being acknowledged and restated so agreed that as to preserve of the perfection and priority of Closing Date all security interests securing indebtedness and obligations outstanding under or in connection with the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations any of the other Loan Documents (such obligations, collectively, the “Existing Obligations”) constitute obligations under this Credit Parties hereunder Agreement. This Credit Agreement amends and thereunder restates and supersedes the Original Credit Agreement in its entirety. The rights and obligations of the parties evidenced by the Original Credit Agreement shall be secured evidenced by this Credit Agreement and the Collateral Documents other Loan Documents. This Credit Agreement represents a modification, and that continuation, of the Original Credit Agreement, and this Credit Agreement does not is in no way intended to constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all LoansObligations. With respect to (i) any date or time period occurring and ending prior to the Closing Date, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA other Loan Documents shall continue as Loans, Letters govern the respective rights and obligations of Credit any party or other Credit Extensions, as applicable, under this Agreement (and, parties hereto also party thereto and shall for such purposes remain in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans full force and effect; and (ii) Revolving Loans that any date or time period occurring or ending on or after the Closing Date, the rights and obligations of the parties hereto shall have been converted be governed by this Credit Agreement (including, without limitation, the exhibits and schedules hereto) and the other Loan Documents. From and after the Closing Date, any reference to 2015 Revolving Loans, the Original Credit Agreement in each case any of the other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Credit Agreement, and the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Credit Agreement shall prevail in accordance with the Amendment event of any conflict or inconsistency between such provisions and Restatement those of the Original Credit Agreement, . Each Loan Party (a) acknowledges and agrees that each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue remain in full force and effect effect, (b) ratifies, reaffirms and thatconfirms all of its Secured Obligations under the Loan Documents and (c) ratifies, reaffirms and confirms that the Secured Obligations are and remain secured pursuant to the Loan Documents and pursuant to all other instruments and documents executed and delivered by such Loan Party as security for the Secured Obligations. To: Citizens Bank, N.A., as Agent Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement dated as of September 7, 2021 (as amended, restated, amended and restated, supplemented, or otherwise modified from and after the Second ARCA Effective Datetime to time, all references to the “Credit Agreement” contained therein ”) by and among (i) ▇▇▇▇▇, LLC, a Delaware limited liability company (the “Borrower”), (ii) the Guarantors named therein, (iii) the Lenders party thereto from time to time, and (iv) Citizens Bank, N.A., as Agent and collateral agent for its own benefit and the benefit of the other Credit Parties referred to therein. All capitalized terms used herein and not otherwise defined shall be deemed have the same meaning herein as in the Credit Agreement.
1. The Borrower hereby requests [a Committed Borrowing][a conversion of Committed Loans from one Type to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.another Type]:
(a) On ____________ (a Business Day)
(b) Each Lender In the amount of $_____________________
(c) Comprised of [Base Rate][SOFR] Loans (Type of Committed Loan)
2. The Borrower hereby represents and warrants that executes and delivers [(a)] the Amendment and Restatement Committed Borrowing requested herein complies with Section 2.02 of the Credit Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement [and (Bb) its Revolving Loans into 2015 Revolving Loans the conditions specified in a principal amount (if anySection 4.02 of the Credit Agreement have been satisfied on and as of the date specified in Item 1(a) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelyabove].
Appears in 1 contract
Amendment and Restatement. (a) It is the intention As of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of 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 the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement AgreementEffective Date, the Borrower hereby confirms and ratifies all of its obligations under the Credit Documents (in each Loan Document that was in effect immediately prior case, as amended hereby as of such date) to which it is a party. By its execution on the Second ARCA Effective Date shall continue to be effectivesignature lines provided below, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment as of the Existing ARCA made under Amendment and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended herebyRestatement Effective Date, each of the Guarantors hereby (a) confirms and ratifies all of its obligations and the Liens granted by it under the Credit Documents, the Exhibits Documents to which it is a party and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, (b) confirms that all references in such Credit Documents to the “Credit Agreement” contained therein shall be deemed to (or words of similar import) refer to the Existing Credit Agreement as amended hereby as of the Closing Date without impairing any such obligations or Liens in any respect. In addition, the Borrower and each of the Guarantors hereby confirm that they have entered into this Agreement solely to amend and restate the terms of the Existing Credit Agreement. Each of the parties hereto that is also a party to the Existing Credit Agreement and each of the Guarantors do not intend this Agreement or the transactions contemplated hereby to be, and this Agreement and all references to the Tranche B Term Loans transactions contemplated hereby shall not be deemed to refer to construed as a novation of any of the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender Obligations (as defined in the Amendment and Restatement Existing Credit Agreement) will be deemed to have agreed to have committed pursuant to, and subject to owing by the terms and conditions of, this Borrower or any Guarantor under or in connection with the Existing Credit Agreement and or any of the Amendment and Restatement Agreement to convert other Credit Documents (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth as defined in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Existing Credit Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively).
Appears in 1 contract
Sources: Credit Agreement (AMC Networks Inc.)
Amendment and Restatement. Upon satisfaction with each of -------------------------- the conditions set forth in Section 4.1 (aexcept any condition the performance of which has been waived as a condition to the initial Loan or initial issuance of a Letter of Credit pursuant to this Agreement), this Agreement shall be deemed to amend and restate in their entirety the Existing Agreement, at which time (the "Effective Time") It is each Lender and each Restricted Person hereby agrees that (i) the intention Aggregate Percentage Share of each Lender and the Percentage Share of each Lender with respect to US Loans, Canadian Revolver Loans, and Term Loans shall be as set forth in the parties hereto that definition to this Agreement, (ii) the loans outstanding under the Existing ARCAAgreement and all accrued and unpaid interest thereon (but not any letters of credit issued and outstanding under the Existing Agreement and reimbursement obligations with respect thereto, which is an amendment are to be deemed to be outstanding under and restatement of governed by the Original Marketing Credit Agreement as provided therein), and all accrued and unpaid fees and expenses under the Existing Agreement (the "Outstanding Obligations") shall be deemed to be outstanding under and governed by this Agreement, and (iii) any party named as a "Lender" under the Existing Agreement that is not a signatory hereto as a Lender under this Agreement (an "Exiting Lender") shall cease to be amended a Lender and restated so as to preserve the perfection and priority of all security interests securing indebtedness and shall be released from its obligations under the Original Credit Existing Agreement and this Agreement. At the Effective Time, the Borrower shall make such adjustments in the Loans, including the borrowing of additional Loans and the repayment of Loans under the Existing ARCA Agreement plus all applicable accrued interest, fees and that all Indebtedness and Obligations expenses (including any costs under Article III of the Credit Parties hereunder and thereunder Existing Agreement) as shall be secured necessary to repay in full all Exiting Lenders and to provide for Loans by each Lender in the Collateral Documents and that this Agreement does not constitute a novation amount of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all its new Percentage Share of US Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Canadian Revolver Loans, Letters of Credit or other Credit Extensionsand Term Loans, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term LoansTime.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
Appears in 1 contract
Amendment and Restatement. (a) It is The Borrowers, the intention Administrative Agent, the Syndication Agent, the Issuing Bank and the Lenders hereby agree that upon the effectiveness of each this Agreement, the terms and provisions of the parties hereto that Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing ARCACredit Agreement, which is an except as otherwise provided in the next paragraph, shall be superseded by this Agreement.
(b) Notwithstanding the amendment and restatement of the Original Existing Credit Agreement by this Agreement, the Borrowers shall continue to be liable to the Agents, the Issuing Bank, the Lenders and the other Indemnitees with respect to agreements on the part of the Borrowers under the Existing Credit Agreement to indemnify and hold harmless the Agents, the Issuing Bank, the Lenders and the other Indemnitees from and against all losses, claims, damages, liabilities, costs, charges and expenses to which the Agents, the Issuing Bank, the Lenders and the other Indemnitees may be subject arising in connection with, and as provided in, the Existing Credit Agreement. This Agreement is given as a substitution of, be amended and restated so not as to preserve a payment of, the perfection and priority obligations of all security interests securing indebtedness and obligations the Borrowers under the Original Existing Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does is not intended to constitute a novation of the obligations and liabilities existing under the Original Existing Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date)Agreement. Upon the effectiveness of this Agreement all amounts outstanding and owing by the Borrowers under the Existing Credit Agreement as of the date hereof shall constitute obligations hereunder.
(c) Each of the parties hereto hereby agrees that the Administrative Agent may, on the Effective Date, take any and all actions as may be reasonably necessary to ensure that, after giving effect to the amendment and restatement of the Existing Credit Agreement by this Agreement and the resulting increase in the Total Commitment, the outstanding Loans (if any) are held by the Lenders in accordance with their Applicable Percentages. This may be accomplished at the Amendment and Restatement Agreementdiscretion of the Administrative Agent, each Loan Document that was in effect immediately prior following consultation with El Paso, (i) by requiring the outstanding Loans to be prepaid with the Second ARCA proceeds of a new Borrowing, (ii) by permitting the Borrowings outstanding on the Effective Date shall continue to be effective, unless remain outstanding until the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment last day of the Existing ARCA made under and respective Interest Periods therefor, even though the Lenders would hold the Loans comprising such Borrowings other than in accordance with their Applicable Percentages, (iii) by requiring each New Lender and each Effective Date Increasing Lender, if any, to purchase by assignment from the terms of Section 10.5 Existing Lenders (in which case the Existing Lenders shall assign to the New Lenders and the Effective Date Increasing Lenders) such portion of the Existing ARCAoutstanding Loans, if any, owing to them as shall be designated by the Administrative Agent such that, after giving effect to all such purchases and assignments, the outstanding Loans owing to each Lender shall equal such Lender’s Applicable Percentage of the aggregate amount of Loans owing to all Lenders or (iv) by any combination of the foregoing. Any prepayment described in this paragraph (c) shall be subject to Section 2.14, but shall otherwise be without premium or penalty. In addition, unless specifically amended herebyon the Effective Date, each New Lender and each Effective Date Increasing Lender, if any, shall be deemed to have purchased by assignment from the Existing Lenders (and the Existing Lenders shall be deemed to have assigned to the New Lenders and the Effective Date Increasing Lenders) a portion of the participations then held by the Existing Lenders in the outstanding L/C Exposure, such that, after giving effect to all such deemed purchases and assignments, each Lender’s L/C Exposure shall equal such Lender’s Applicable Percentage of the aggregate L/C Exposure at such time.
(d) By execution of this Agreement all parties hereto agree that each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second ARCA Effective Date, other Loan Documents is hereby amended such that all references to the “Existing Credit Agreement” contained therein Agreement and the obligations of the Borrowers thereunder shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to continuation of the Term LoansBorrowers’ obligations hereunder.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively.
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Amendment and Restatement. Subject to the conditions set forth in Article III, on the Effective Date, upon the consummation of the assignments referred to in Section 1.02, (a) It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of the Original 1993 ASI Credit Agreement, Agreement shall be amended and restated so as to preserve in the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations form of the Amended and Restated Credit Parties hereunder Agreement, (b) the Continuing Loans shall constitute Loans outstanding under, and thereunder shall be secured by as defined in, the Collateral Documents Amended and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Restated Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment Effective Date Loan Notices (and, for purposes of the Amended and Restatement Restated Credit Agreement, the Continuing Lenders shall be deemed to have advanced their respective Continuing Loans under the Amended and Restated Credit Agreement on the Effective Date as though made pursuant to Borrowing Requests delivered thereunder), (c) the interests, rights and obligations of each Loan Document that was Continuing Lender shall be limited to those set forth in effect immediately prior the Amended and Restated Credit Agreement and the Credit Documents as amended (if applicable) pursuant to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Credit Documents Amendment Agreement constitutes an amendment dated as of the Existing ARCA made under date hereof among Holding, ASI, the ASI Subsidiaries and in accordance with the terms of Section 10.5 of Collateral Agent (the Existing ARCA. In addition, unless specifically amended hereby, each "Credit Documents Amendment") and (d) certain of the Credit DocumentsDocuments (and all interests of any party thereunder, the Exhibits and Schedules including all security interests whatsoever) shall be amended pursuant to the Existing ARCA Credit Documents Amendment as described in Schedule 1.03 and shall continue in full force and effect for the benefit of the Continuing Lenders, and that, from and after all references in any thereof to the Second ARCA Effective Date, all 1993 ASI Credit Agreement or to any such other Credit Documents shall be deemed references to the “Amended and Restated Credit Agreement” contained therein shall be deemed Agreement or to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.
(b) Each Lender that executes and delivers the Amendment and Restatement Agreement such Credit Documents as an Extending Lender (as defined in the Amendment and Restatement Agreement) will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment and Restatement Agreement to convert (A) its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount amended thereby (if any) set forth in applicable), as the signature page of Amended and Restated Credit Agreement or such Lender Credit Documents may hereafter be amended, supplemented or otherwise modified from time to the Amendment and Restatement Agreement and (B) its Revolving Loans into 2015 Revolving Loans in a principal amount (if any) set forth in the signature page of such Lender to the Amendment and Restatement Agreement, in each case on the Second ARCA Effective Date, and the Company and the Borrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectivelytime.
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Sources: Assignment and Amendment Agreement (American Standard Companies Inc)